Common use of Disclosure Package Clause in Contracts

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing Prospectus, as amended or supplemented, (ii) each issuer free writing prospectus, as defined in Rule 433 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, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of 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 the any Underwriter through the Representative expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters (the “Underwriters’ Information”) consists of the information described as such in Section 7 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing Prospectus, as amended or supplementedany preliminary prospectus, (ii) each the issuer free writing prospectus, prospectus as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B II hereto, (iii) the pricing terms set forth in Schedule C to this Agreement, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule II hereto. As of 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 in writing to the Company by the any Underwriter through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any of the Underwriters (the “Underwriters’ Information”) Underwriter consists of the information described as such in Section 7 7(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing Prospectuspreliminary prospectus, as amended or supplemented, (ii) each the issuer free writing prospectus, 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) the pricing terms set forth in Schedule C to this Agreement, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of 9:00 a.m. (Eastern time) on the Applicable 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 the any Underwriter through the Representative expressly specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any of the Underwriters (the “Underwriters’ Information”) Underwriter consists of the information described as such in Section 7 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing Prospectus, as amended or supplemented, (ii) each issuer free writing prospectus, as defined in Rule 433 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, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of 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 the any Underwriter through the Representative expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters Underwriter (the “Underwriters’ Underwriter’s Information”) consists of the information described as such in Section 7 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing Preliminary Prospectus, as amended or supplemented, (ii) each the issuer free writing prospectus, prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in on Schedule B D hereto, (iii) the pricing terms set forth in Schedule C to this Agreement, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage and (iv) the information identified on Schedule D hereto. As of 5:30 (Eastern time) on the date 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 the any Underwriter through the Representative expressly Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any of the Underwriters (the “Underwriters’ Information”) Underwriter consists of the information described as such in Section 7 8(c) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing ProspectusPreliminary Prospectus dated August 15, as amended or supplemented2012 filed with the Commission at 9:11:27 A.M. on August 15, 2012, (ii) each the issuer free writing prospectus, 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) the pricing terms set forth in Schedule C to this Agreement, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of 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 the any Underwriter through the Representative expressly Representatives specifically for use therein, it being understood and agreed that the only such information furnished on behalf of by any of Underwriter through the Underwriters (the “Underwriters’ Information”) Representatives consists of the information described as such in Section 7 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing Prospectus, as amended or supplemented, (ii) each issuer free writing prospectus, as defined in Rule 433 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, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of 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 the any Underwriter through the Representative Underwriters expressly for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters (the “Underwriters’ Underwriter’s Information”) consists of the information described as such in Section 7 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing Prospectuspreliminary prospectus, as amended or supplemented, (ii) each the issuer free writing prospectus, prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, A hereto and (iii) the pricing terms set forth in Schedule C to this Agreement, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of 9:00 a.m. (Eastern time) on the Applicable 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 the any Underwriter through the Representative expressly specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any of the Underwriters (the “Underwriters’ Information”) Underwriter consists of the information described as such in Section 7 8 hereof.

Disclosure Package. The term “"Disclosure Package” " shall mean (i) to the Pricing Prospectusextent required, the preliminary prospectus, as amended or supplemented, (ii) each the issuer free writing prospectus, prospectuses as defined in Rule 433 under of 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, and (iviii) 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 4:01 p.m. (Eastern time) on February 7, 2006, (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 the any Underwriter through the Representative expressly specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any of the Underwriters (the “Underwriters’ Information”) Underwriter consists of the information described as such in Section 7 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing ProspectusPreliminary Prospectus dated November 18, as amended or supplemented2014, (ii) each the issuer free writing prospectus, 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) the pricing terms set forth in Schedule C to this Agreement, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage (expressly excluding the Company Additional Written Communications, as defined below). As of 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 the any Underwriter through the Representative expressly Representatives specifically for use therein, it being understood and agreed that the only such information furnished on behalf of by any of Underwriter through the Underwriters (the “Underwriters’ Information”) Representatives consists of the information described as such in Section 7 8 hereof.

Disclosure Package. The term As used herein, “Disclosure Package” shall mean means (iA) the Pricing Preliminary Prospectus, as amended or supplemented, (iiB) each the issuer free writing prospectus, prospectuses as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, (iii) the pricing terms set forth in on Schedule C to this Agreement, hereto and (ivC) 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 2:00 p.m. (New York City time) on the Applicable 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 the any Underwriter through the Representative expressly Representatives specifically for use therein, therein (it being understood and agreed that the only such information furnished by or on behalf of any of the Underwriters (the “Underwriters’ Information”) Underwriter consists of the information described as such in Section 7 6 hereof).

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing Prospectus, as amended or supplementedany preliminary prospectus, (ii) each the issuer free writing prospectus, prospectus as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B II hereto, (iii) the pricing terms set forth in Schedule C to this Agreement, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage and (iv) the Final Term Sheet (as defined herein), which also shall be identified in Schedule II hereto. As of 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 in writing to the Company by the any Underwriter through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of any of the Underwriters (the “Underwriters’ Information”) Underwriter consists of the information described as such in Section 7 7(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing Preliminary Prospectus, as amended or supplemented, (ii) each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (“Rule 433”) (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, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of At 5:20 p.m., New York City time on March 26, 2018 (the Applicable “Initial Sale Time”), the Disclosure Package did not contain any include an 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 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 Guarantor in writing by any of the any Underwriter Underwriters through the Representative Representatives expressly for use therein, it being understood and agreed that the only such information furnished on behalf of by any of Underwriter through the Underwriters (the “Underwriters’ Information”) Representatives consists of the information described as such in Section 7 hereof8(b).

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing Preliminary Prospectus, as amended or supplementeddated November 6, 2014, filed with the Commission on November 6, 2014, (ii) each the issuer free writing prospectus, 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(a) hereto and (iii) the pricing terms set forth in Schedule C to this Agreement, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of 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 the any Underwriter through the Representative expressly Representatives specifically for use therein, it being understood and agreed that the only such information furnished on behalf of by any of Underwriter through the Underwriters (the “Underwriters’ Information”) Representatives consists of the information described as such in Section 7 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing ProspectusPreliminary Prospectus dated August 20, as amended or supplemented2018, (ii) each the issuer free writing prospectus, 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) the pricing terms set forth in Schedule C to this Agreement, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage (expressly excluding the Company Additional Written Communications, as defined below). As of 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 the any Underwriter through the Representative expressly Representatives specifically for use therein, it being understood and agreed that the only such information furnished on behalf of by any of Underwriter through the Underwriters (the “Underwriters’ Information”) Representatives consists of the information described as such in Section 7 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing ProspectusPreliminary Prospectus dated August 9, as amended or supplemented2011 filed with the Commission at 1:22:41 P.M. on August 9, 2011, (ii) each the issuer free writing prospectus, 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) the pricing terms set forth in Schedule C to this Agreement, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of 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 the any Underwriter through the Representative expressly Representatives specifically for use therein, it being understood and agreed that the only such information furnished on behalf of by any of Underwriter through the Underwriters (the “Underwriters’ Information”) Representatives consists of the information described as such in Section 7 8(b) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing Preliminary Prospectus, as amended or supplemented, (ii) each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (“Rule 433”) (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, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of At [a/p.m], New York City time on , (the Applicable “Initial Sale Time”), the Disclosure Package did not contain any include an 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 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 Guarantor in writing by any of the any Underwriter Underwriters through the Representative Representatives expressly for use therein, it being understood and agreed that the only such information furnished on behalf of by any of Underwriter through the Underwriters (the “Underwriters’ Information”) Representatives consists of the information described as such in Section 7 hereof8(b).

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing ProspectusPreliminary Prospectus dated Xxxxx 00, as amended or supplemented0000, (iixx) each the issuer free writing prospectus, 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) the pricing terms set forth in Schedule C to this Agreement, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage (expressly excluding the Company Additional Written Communications, as defined below). As of 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 the any Underwriter through the Representative expressly Representatives specifically for use therein, it being understood and agreed that the only such information furnished on behalf of by any of Underwriter through the Underwriters (the “Underwriters’ Information”) Representatives consists of the information described as such in Section 7 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing Statutory Prospectus, as amended or supplementedif any, (ii) each the issuer free writing prospectus, prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B E hereto, (iii) the pricing terms set forth in information included on Schedule C to this Agreement, F hereto and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of 9:00 pm (Eastern time) on the Applicable 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 the any Underwriter through the Representative expressly Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any of the Underwriters (the “Underwriters’ Information”) Underwriter consists of the information described as such in Section 7 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing ProspectusPreliminary Prospectus dated September 8, as amended or supplemented2011, (ii) each the issuer free writing prospectus, 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) the pricing terms set forth in Schedule C to this Agreement, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage (expressly excluding the Company Additional Written Communications, as defined below). As of 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 the any Underwriter through the Representative expressly Representatives specifically for use therein, it being understood and agreed that the only such information furnished on behalf of by any of Underwriter through the Underwriters (the “Underwriters’ Information”) Representatives consists of the information described as such in Section 7 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing Preliminary Prospectus, as amended or supplemented, (ii) each the issuer free writing prospectus, prospectuses as defined in Rule 433 under of the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in on Schedule B D hereto, (iii) the pricing terms set forth in Schedule C to this Agreement, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage and (iv) the information identified on Schedule D hereto. As of 8:30 a.m. (Eastern time) on May 31, 2013 (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 the any Underwriter through the Representative expressly Underwriters specifically for use therein, it being understood and agreed that the only such information furnished on behalf of any of by the Underwriters (the “Underwriters’ Information”) consists of the information described as such in Section 7 8(c) hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing Prospectus, as amended or supplemented, (ii) each issuer free writing prospectus, as defined in Rule 433 under 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, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of 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 the any Underwriter directly or through the Representative expressly Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any of the Underwriters (the “Underwriters’ Information”) Underwriter consists of the information described as such in Section 7 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing Prospectuspreliminary prospectus, as amended or supplemented, (ii) each the issuer free writing prospectus, prospectuses as defined in Rule 433 under 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, and (iviii) 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 [ ] p.m. (Eastern time) on the Applicable 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 the any Underwriter through the Representative expressly Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any of the Underwriters (the “Underwriters’ Information”) Underwriter consists of the information described as such in Section 7 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing ProspectusPreliminary Prospectus dated January 7, as amended or supplemented2013, (ii) each the issuer free writing prospectus, 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) the pricing terms set forth in Schedule C to this Agreement, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure PackagePackage and (iv) the pricing information set forth on Annex II hereto. As of 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 the any Underwriter through the Representative expressly Xxxxxxx Xxxxx specifically for use therein, it being understood and agreed that the only such information furnished on behalf of any of the Underwriters (the “Underwriters’ Information”) by Xxxxxxx Xxxxx consists of the information described as such in Section 7 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing ProspectusPreliminary Offering Memorandum, as amended or supplementedsupplemented at the Applicable Time, (ii) each issuer free writing prospectus, the Final Term Sheet (as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), if any, identified in Schedule B hereto, herein) and (iii) the pricing terms set forth in Schedule C to this Agreement, and (iv) any other free writing prospectus writings that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As Package (“Issuer Written Information”) (for the avoidance of doubt, no writings have been agreed to be Issuer Written Information as of the Applicable Time). As of 10:00 p.m., New York City time, on the date of execution and delivery of this Agreement (the “Applicable Time”), the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by the any Underwriter Initial Purchaser through the Representative Representatives expressly for use therein, it being understood and agreed that the only such information furnished on behalf of by any of the Underwriters (the “Underwriters’ Information”) Initial Purchaser consists of the information described as such in Section 7 8 hereof.

Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing Prospectus, as amended or supplemented, (ii) each issuer free writing prospectus, as defined in Rule 433 under 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, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. As of 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 the any Underwriter directly or through the Representative expressly specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any of the Underwriters (the “Underwriters’ Information”) Underwriter consists of the information described as such in Section 7 hereof.