Common use of Disclosure Package Clause in Contracts

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

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplementedPreliminary Prospectus, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B Annex I hereto, (iii) any other free writing prospectus Issuer Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package Package, and (iv) a schedule hereto indicating the number of Shares Securities being sold and the price at which the Shares Securities will be sold to the public, which is set forth in Annex II hereto. As of :00 [a/p].m. the Initial Sale Time, (New York timei) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not not, and (ii) each Issuer Free Writing Prospectus listed in Annex III hereof taken together with the Disclosure Package did not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by 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 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) a schedule 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 :00 [a/p].m. 11:29 P.M. (New York Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly 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 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) 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. ___ (New York Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly 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 as supplemented by the preliminary prospectusprospectus supplement dated July 31, if any2006 relating to the Stock and filed by the Company with the Commission under Rule 424(b) of the Securities Act on such date, as amended or supplementedtogether with the public offering price of $33.75 per share of Stock, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”)Act, if any, identified in Schedule B hereto, hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) a schedule hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of :00 [a/p].m. 8:00 p.m. (New York Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly 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 As of the Time of Sale (as hereinafter defined) and as of the Closing Date, neither (A) any Issuer General Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale, the Statutory Prospectus (as hereinafter defined) and the information included on Exhibit G hereto (which information the Placement Agents hereby agree to convey orally to prospective purchasers at or prior to confirming sales of the shares in the offering), all considered together (collectively, the “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 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, nor (iiiB) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat individual Issuer Limited-Use Free Writing Prospectus (as part of hereinafter defined), when considered together with the Disclosure Package and (iv) a schedule hereto indicating the number of Shares being sold and the price at which the Shares Package, included or will be sold to the public. As of :00 [a/p].m. (New York time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain include any untrue statement of a material fact or omitted or will 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; provided, that the Company makes no representations or warranty in this paragraph with respect to any Placement Agents Information. The preceding sentence does not apply to statements No statement of material fact included in or omissions the Prospectus has been omitted from the Disclosure Package based upon and no statement of material fact included in conformity with written information furnished the Disclosure Package that is required to be included in the Company by any Underwriter through the Representatives expressly for use therein, it being understood Prospectus has been omitted therefrom. As used in this paragraph and agreed that the only such information furnished by any Underwriter consists of the information described as such elsewhere in Section 8 hereof.this Agreement:

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus together with the preliminary prospectusprospectus dated April 14, if any, as amended or supplemented2010 (the “Pre-Pricing Prospectus”), (ii) the issuer free writing prospectuses as defined in Rule 433 under 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) 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) a schedule the information included on Schedule D hereto indicating including, but not limited to, information regarding the number of Shares being sold and the price at which the Shares will be sold to the public. As of :00 [a/p].m. 8:30 a.m. (New York Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly 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 April 3, if any, as amended or supplemented2012, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) a schedule hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of :00 [a/p].m. (New York time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 10(b) hereof.

Disclosure Package. The term As of the Time of Sale (as hereinafter defined) and as of the Closing Date, neither (A) any Issuer General Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale, the Statutory Prospectus (as hereinafter defined) and the information included on Exhibit D hereto (which information the Placement Agents hereby agree to convey orally to prospective purchasers at or prior to confirming sales of the shares in the offering), all considered together (collectively, the “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 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, nor (iiiB) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat individual Issuer Limited-Use Free Writing Prospectus (as part of hereinafter defined), when considered together with the Disclosure Package and (iv) a schedule hereto indicating the number of Shares being sold and the price at which the Shares Package, included or will be sold to the public. As of :00 [a/p].m. (New York time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain include any untrue statement of a material fact or omitted or will 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; provided, that the Company makes no representations or warranty in this paragraph with respect to any Placement Agents Information. The preceding sentence does not apply to statements No statement of material fact included in or omissions the Prospectus has been omitted from the Disclosure Package based upon and no statement of material fact included in conformity with written information furnished the Disclosure Package that is required to be included in the Company by any Underwriter through the Representatives expressly for use therein, it being understood Prospectus has been omitted therefrom. As used in this paragraph and agreed that the only such information furnished by any Underwriter consists of the information described as such elsewhere in Section 8 hereof.this Agreement:

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus, including any preliminary prospectus, if anyprospectus supplement, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) 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. 7:00 p.m. (New York time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives ML expressly for use therein, it being understood and agreed that the only such information furnished by 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 base prospectus, if anydated April 30, as amended or supplemented2007, (ii) the preliminary prospectus supplement, dated April 22, 2009, (iii) the Final Term Sheet (as defined herein), (iv) any issuer free writing prospectuses prospectuses, as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if anyother than the Final Term Sheet, identified that the parties hereto shall hereafter expressly agree in Schedule B hereto, writing to treat as part of the Disclosure Package and (iiiv) 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) a schedule hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of :00 [a/p].m. (8:30 a.m., New York City time) , on the date of execution and delivery of this Agreement April 24, 2009 (the “Applicable Time”), the Disclosure Package did not contain include any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The immediately preceding sentence does not apply to (i) the Statement of Eligibility (Form T-1) of the Trustee under the Trust Indenture Act, (ii) statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8 7 hereof, or (iii) any statement that does not constitute part of the Registration Statement or the Prospectus pursuant to Rule 412 under the Securities Act.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusStatutory Prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B C hereto, (iii) any other “free writing prospectus prospectus” as defined in Rule 405 of the Securities Act (a “Free Writing Prospectus”) that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) a schedule hereto indicating the number of Common Shares being sold and the price at which the Common Shares will be sold to the public. As of :00 [a/p].m. p]m (New York Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package consisted of the documents identified in Schedule F hereto and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplementedPreliminary Prospectus, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B Annex I hereto, (iii) any other free writing prospectus Issuer Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package Package, and (iv) a schedule hereto indicating the number of Shares Securities being sold and the price at which the Shares Securities will be sold to the public, which is set forth in Annex II hereto. As of :00 [a/p].m. the Initial Sale Time, (New York timei) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not not, and (ii) the Issuer Free Writing Prospectuses listed in Annex III hereof taken together with the Disclosure Package did not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by 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 anyProspectus, as amended or supplementedsupplemented at the Applicable Time, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “"Issuer Free Writing Prospectus”"), if any, identified in Schedule B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) 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. 7:45 am (New York Eastern time) on the date of execution and delivery of this Agreement (the “"Applicable Time”"), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly 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, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) a schedule hereto indicating the number of Shares being sold and the price at Final Term Sheet (as defined herein), which the Shares will also shall be sold to the publicidentified in Schedule C hereto. As of :00 [a/p].m. 4:30 p.m. (New York Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company Issuers by any Underwriter through the Representatives expressly Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 8(b) hereof.

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

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, 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 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) a schedule hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the public. public set forth on Schedule D. As of :00 [al] am/p].m. (New York time) pm on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly 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 prospectusprospectus dated as of , if any, as amended or supplemented2007, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “"Issuer Free Writing Prospectus”"), if any, any identified in Schedule B C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) a schedule hereto indicating 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].ma./p.]m. (New York Eastern time) on the date of execution and delivery of this Agreement (the “"Applicable Time”"), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly 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, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) 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. p]m (New York Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly 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. No statement of material fact included in the Prospectus has been omitted from the Disclosure Package available at the Initial Sale Time and no statement of a material fact included in the Disclosure Package available at the Initial Sale Time that is required to be included in the Prospectus has been omitted therefrom.

Disclosure Package. The term “Disclosure Package” shall mean As of the Time of Sale (ias hereinafter defined) and as of the preliminary prospectusClosing Date, if any, as amended or supplemented, neither (iiA) the issuer free writing prospectuses as defined in Rule 433 under the Securities Act (each, an “any Issuer General Use Free Writing Prospectus”Prospectus(es)(as defined below), if any, identified in Schedule B heretoissued at or prior to the Time of Sale, the Statutory Prospectus (iiias hereinafter defined) 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) a schedule hereto indicating the number of Shares being sold and the price at information contained on Schedule III, which the Shares will be sold conveyed orally by the Placement Agent to the public. As Investors prior to the Time of :00 [a/p].m. Sale, all considered together (New York time) on the date of execution and delivery of this Agreement (collectively, the “Applicable TimeDisclosure Package”), nor (B) any individual Issuer Limited-Use Free Writing Prospectus (as hereinafter defined), when considered together with the Disclosure Package did not contain Package, included or will include any untrue statement of a material fact or omitted or will 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 ; provided, that the Company makes no representations or warranty in this paragraph with respect to statements in or omissions from the Disclosure Package based upon in reliance upon, and in conformity with written information furnished any Placement Agent Information. No statement of material fact included in the Prospectus has been omitted from the Disclosure Package and no statement of material fact included in the Disclosure Package that is required to be included in the Company by any Underwriter through the Representatives expressly for use therein, it being understood Prospectus has been omitted therefrom. As used in this paragraph and agreed that the only such information furnished by any Underwriter consists of the information described as such elsewhere in Section 8 hereof.this Agreement:

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses prospectuses, as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) 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. p]m (New York Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter the Representative consists of the information described as such in Section 8 hereof. No statement of material fact that will be included in the Prospectus will have been omitted from the Disclosure Package at the Applicable Time and no statement of material fact included in the Disclosure Package at the Applicable Time that is required to be included in the Prospectus will be omitted therefrom.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus as supplemented by the preliminary prospectusprospectus supplement dated January 25, if any, 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 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) a schedule hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of :00 [a/p].m. 4:00 pm (New York Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly 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, if anyprospectus supplement, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) 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. 7:30 p.m. (New York time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Xxxxxx Xxxxxxx expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term As of the Time of Sale (as hereinafter defined) and as of the Closing Date, neither (A) any Issuer General Free Writing Prospectus(es)(as defined below) issued at or prior to the Time of Sale, the Statutory Prospectus (as hereinafter defined) and the information included on Exhibit F hereto (which information the Placement Agent hereby agrees to convey orally to prospective purchasers at or prior to confirming sales of the shares in the offering), all considered together (collectively, the “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 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, nor (iiiB) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat individual Issuer Limited-Use Free Writing Prospectus (as part of hereinafter defined), when considered together with the Disclosure Package and (iv) a schedule hereto indicating the number of Shares being sold and the price at which the Shares Package, included or will be sold to the public. As of :00 [a/p].m. (New York time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain include any untrue statement of a material fact or omitted or will 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; provided, that the Company makes no representations or warranty in this paragraph with respect to any Placement Agent Information. The preceding sentence does not apply to statements No statement of material fact included in or omissions the Prospectus has been omitted from the Disclosure Package based upon and no statement of material fact included in conformity with written information furnished the Disclosure Package that is required to be included in the Company by any Underwriter through the Representatives expressly for use therein, it being understood Prospectus has been omitted therefrom. As used in this paragraph and agreed that the only such information furnished by any Underwriter consists of the information described as such elsewhere in Section 8 hereof.this Agreement:

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusPreliminary Prospectus dated August 18, if any, as amended or supplemented2009, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) a schedule hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of :00 [a/p].m. (New York time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Disclosure Package. The term As of the Time of Sale (as defined below) and as of the Closing Date, neither (A) any Issuer General Free Writing Prospectus(es) (as defined below) issued at or prior to the Time of Sale, the Statutory Prospectus (as defined below) and the information included on Exhibit E hereto (which information the Placement Agent hereby agrees to convey orally to prospective purchasers at or prior to confirming sales of the Securities in the offering), all considered together (collectively, the “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 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, nor (iiiB) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat individual Issuer Limited-Use Free Writing Prospectus (as part of defined below), when considered together with the Disclosure Package and (iv) a schedule hereto indicating the number of Shares being sold and the price at which the Shares Package, included or will be sold to the public. As of :00 [a/p].m. (New York time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain include any untrue statement of a material fact or omitted or will 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; provided, that the Company makes no representations or warranty in this paragraph with respect to any Placement Agent Information (as defined in Section 7). The preceding sentence does not apply to statements No statement of material fact included in or omissions the Prospectus has been omitted from the Disclosure Package based upon and no statement of material fact included in conformity with written information furnished the Disclosure Package that is required to be included in the Company by any Underwriter through the Representatives expressly for use therein, it being understood Prospectus has been omitted therefrom. As used in this paragraph and agreed that the only such information furnished by any Underwriter consists of the information described as such elsewhere in Section 8 hereof.this Agreement:

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses prospectuses, as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) 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. p]m (New York Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter the Representatives consists of the information described as such in Section 8 hereof. No statement of material fact that will be included in the Prospectus will have been omitted from the Disclosure Package at the Applicable Time and no statement of material fact included in the Disclosure Package at the Applicable Time that is required to be included in the Prospectus will be omitted therefrom.

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 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) a schedule hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicpublic in the form of Schedule D hereto. As of :00 [a/p].m. 9:45 a.m. (New York time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives BAS expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Base Prospectus, including any preliminary prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) a schedule 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 :00 [a/p].m. 7:45 A.M. (New York Eastern time) on the date of execution and delivery of this Agreement April 18, 2007 (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly 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 anydated , 2008, as amended or supplemented, supplemented (the "Preliminary Prospectus"); (ii) the issuer free writing prospectuses as defined in Rule 433 under the Securities Act (each, an “"Issuer Free Writing Prospectus”"), if any, identified in Schedule B hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) 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. (New York time) on the date of execution and delivery of this Agreement (the “"Applicable Time”"), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company Trust by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusPreliminary Prospectus dated July 30, if any, as amended or supplemented2008, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, Annex I hereto and (iii) any other free writing prospectus prospectuses that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) a schedule hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of :00 [a/p].m. (New York time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by 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 anyBase Prospectus, as amended or supplemented, including any preliminary prospectus supplement, (ii) the issuer free writing prospectuses as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B C hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) a schedule hereto indicating 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 :00 [a/p].m. 6:00 p.m. (New York time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives ML and by any Selling Shareholder expressly for use therein, it being understood and agreed that the only such information furnished by 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 as supplemented by the preliminary prospectusprospectus supplement dated December 9, if any2005 relating to the Securities filed with the Commission under Rule 424 on the date hereof, as amended or supplementedcollectively, the “Preliminary Prospectus” (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) a schedule hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of :00 [a/p].m. 11:40 am (New York Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

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

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusPreliminary Prospectus dated October 17, if any, as amended or supplemented2014, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) a schedule hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of :00 [a/p].m. (New York time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The immediately preceding sentence does not apply to statements in or omissions from the Disclosure Package (i) based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof, or (ii) relating to that part of the Registration Statement that constitutes the Statement of Eligibility and Qualifications on Form T-1 of the Trustee under the Trust Indenture Act.

Disclosure Package. The term “Disclosure Package” shall mean (i) the preliminary prospectusStatutory Prospectus, if any, as amended or supplemented, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B C hereto, (iii) any other “free writing prospectus prospectus” as defined in Rule 405 of the Securities Act (a “Free Writing Prospectus”) that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) a schedule hereto indicating the number of Common Shares being sold and the price at which the Common Shares will be sold to the public. As of :00 [a/p].m. 5:45 p.m. (New York Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package consisted of the documents identified in Schedule F hereto and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly 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 supplementedBase Prospectus, (ii) the issuer free writing prospectuses as defined in Rule 433 under 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) 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) a schedule the information included on Schedule D hereto indicating including, but not limited to, information regarding the number of Shares being sold and the price at which the Shares will be sold to the public. As of :00 [a/p].m. 9:00 am (New York Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly 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 June 12, if any, as amended or supplemented2014, (ii) the issuer free writing prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, Annex I hereto and (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) a schedule hereto indicating the number of Shares being sold and the price at which the Shares will be sold to the publicPackage. As of :00 [a/p].m. (New York time) on the date of execution and delivery of this Agreement (the “Applicable Initial Sale Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by 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 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B III hereto, (iii) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package and (iv) 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. p]m (New York Eastern time) on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly 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.