Common use of No Advisory or Fiduciary Relationship Clause in Contracts

No Advisory or Fiduciary Relationship. The Company and its subsidiaries acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiaries, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, and (e) none of the Underwriters or legal counsel for the Underwriters has provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and its subsidiaries acknowledge and agree that agrees that: (ai) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the initial public offering price of for the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesCompany, on the one hand, and the several Underwriters, on the other hand, ; (bii) in connection with each transaction contemplated by this Agreement and the offering of the Securities applicable Terms Agreement and the process leading theretoto such transaction, each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company, Company or any of its subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, affiliates; (ciii) no Underwriter has assumed or will assume an any advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries affiliates with respect to the offering any of the Securities transactions contemplated by this Agreement and the applicable Terms Agreement or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries affiliates on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries affiliates with respect to the any offering of the Underwritten Securities except the obligations expressly set forth in this Agreement and the applicable Terms Agreement, ; (div) the Underwriters each Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, and Company; (ev) none of the Underwriters or legal counsel for the Underwriters no Underwriter has provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of transactions contemplated by this Agreement and the Securities applicable Terms Agreement, and the Company has consulted its own legal and its subsidiaries have consulted their own respective legal, accounting, regulatory and tax financial advisors to the extent they it deemed appropriate; and (vi) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. The Company acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesCompany, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the any offering of the Securities contemplated by this Agreement and any Pricing Agreement and the process leading thereto, to any such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of or its subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the any such offering of the Securities contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the such offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement and any relevant Pricing Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesCompany, and (e) none the Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto and (f) the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities contemplated hereby and the Company and has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge each Selling Shareholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Shareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or any Selling Shareholder, or their its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiarieseach Selling Shareholder, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each of the Selling Shareholders has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge each Selling Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or any Selling Stockholder, or their its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiarieseach Selling Stockholder, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each of the Selling Stockholders has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Each of the TCP Entities acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesTCP Entities, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, the TCP Entities or any of their subsidiaries or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of any of the Company or its subsidiaries TCP Entities with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising any of the Company TCP Entities or any of its their subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries the TCP Entities with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and each of the Company and TCP Entities has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company In connection with all aspects of each transaction contemplated hereby, the Borrower acknowledges and its subsidiaries acknowledge agrees for itself and agree on behalf of the Loan Parties that (ai) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities Revolving Facility provided for hereunder and any related discounts and commissionsarranging or other services in connection therewith (including in connection with any amendment, is waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Company and its subsidiariesLoan Parties, on the one hand, and the several UnderwritersAgent Parties and the Lenders, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (bincluding any amendment, waiver or other modification hereof or thereof); (ii) in connection with the offering process leading to such transaction, each of the Securities Agent Parties and the process leading thereto, each Underwriter Lenders is and has been acting solely as a principal and is not the agent or fiduciary of for the Company, any of its subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, Loan Parties; (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (diii) the Underwriters Lead Arrangers, Agent Parties and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from from, and may conflict with, those of each of the Company Borrower and its subsidiariesAffiliates, and (e) none of the Underwriters Lead Arrangers or legal counsel for the Underwriters Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (iv) the Agent Parties and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering any of the Securities transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Company and its subsidiaries Loan Parties have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Underwritten Securities pursuant to this Underwriting Agreement and the applicable Terms Agreement, including the determination of the initial public offering price of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesCompany, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Underwritten Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, subsidiaries or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering of the Underwritten Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering of the Underwritten Securities except the obligations expressly set forth in this Underwriting Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Underwritten Securities and the Company and has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and its subsidiaries Subsidiaries acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesSubsidiaries, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariesSubsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries Subsidiaries with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries Subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesSubsidiaries, and (e) none of the Underwriters or legal counsel for the Underwriters has provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries Subsidiaries with respect to the offering of the Securities and the Company and its subsidiaries Subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the initial public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesCompany, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities Offering and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, the Subsidiaries or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering of the Securities Offering or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries the Subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering of the Securities Offering except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesCompany, and (e) none of any duties and obligations that the Underwriters or legal counsel for may have to the Company shall be limited to those duties and obligations specifically stated herein and (f) the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities Offering and the Company and has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and its subsidiaries Subsidiaries acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesSubsidiaries, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariesSubsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries Subsidiaries with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries Subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesSubsidiaries, and (e) none of the Underwriters or legal counsel for the Underwriters has provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries Subsidiaries with respect to the offering of the Securities and the Company and its subsidiaries Subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesCompany, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering and sale of the Securities and the process leading thereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of Company or its subsidiaries, or their respective stockholders, equity interest holdersshareholders, creditors, employees or any other party, (c) no the Underwriter has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering and sale of the Securities or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or any of its subsidiaries affiliates on other matters) and no the Underwriter has any no obligation to the Company or any of its subsidiaries with respect to the offering and sale of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, and (e) none of the Underwriters or legal counsel for the Underwriters Underwriter has not provided any legal, accounting, regulatory regulatory, investment or tax advice to the Company or its subsidiaries with respect to the offering and sale of the Securities and the Company and has consulted its subsidiaries have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriate, and (f) none of the activities of the Underwriter in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriter with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Selling Shareholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Shareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or the Selling Shareholder, or their its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries the Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or the Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries the Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesthe Selling Shareholder, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and the Selling Shareholder has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and its subsidiaries acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiaries, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, and (e) none of the Underwriters or legal counsel for the Underwriters has provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Each of the Transaction Entities and its subsidiaries acknowledge the Manager acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Transaction Entities and its subsidiariesthe Manager, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of either of the Company, Transaction Entities or the Manager or any of its subsidiaries, their respective subsidiaries or their respective stockholders, equity interest holdersunitholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Transaction Entities or its subsidiaries the Manager with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising either of the Company Transaction Entities or the Manager or any of its their respective affiliates or subsidiaries on other matters) and no Underwriter has any obligation to the Company Transaction Entities or any of its subsidiaries the Manager with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each either of the Company and its subsidiariesTransaction Entities or the Manager, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any business, legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and each of the Company Transaction Entities and the Manager has consulted its subsidiaries have consulted their own respective business, legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge each Selling Shareholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Shareholder, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or any Selling Shareholder, or their its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no the Underwriter has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or any Selling Shareholder on other matters) and no the Underwriter has any no obligation to the Company or any of its subsidiaries Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective affiliates its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiarieseach Selling Shareholder, and (e) none of the Underwriters or legal counsel for the Underwriters Underwriter has not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each of the Selling Shareholders has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Each of the Company, the Selling Shareholder and its subsidiaries acknowledge NAB acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Company, the Selling Shareholder and its subsidiariesNAB, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of the Selling Shareholder or NAB, or its respective subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Company, the Selling Shareholder or its subsidiaries NAB with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Company, the Selling Shareholder or any of NAB or its subsidiaries on other matters) and no Underwriter has any obligation to the Company Company, the Selling Shareholder or any of its subsidiaries NAB with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesCompany, the Selling Shareholder or NAB, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company Company, the Selling Shareholder and its subsidiaries NAB have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Guarantors acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Guarantors, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, Company or the Guarantors or any of its their subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries the Guarantors with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors or any of its their subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries the Guarantors with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesthe Guarantors, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities Securities, and the Company and its subsidiaries the Guarantors have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Relationship. The Company acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesCompany, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering and sale of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of Company or its subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering and sale of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries affiliates on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering and sale of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory regulatory, investment or tax advice to the Company or its subsidiaries with respect to the offering and sale of the Securities and the Company and has consulted its subsidiaries have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriate, and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge each Selling Shareholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or any Selling Shareholder, or their its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other mattersmatters or any Selling Shareholder) and no Underwriter has any obligation to the Company or any of its subsidiaries Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiarieseach Selling Shareholder, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each Selling Shareholder has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Company, and its subsidiaries acknowledge each Selling Stockholder, acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, subsidiaries or their respective stockholders, equity interest holdersstockholders (including the Selling Stockholders), creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries the Selling Stockholders with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Selling Stockholders or the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries the Selling Stockholders with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, or the Selling Stockholders and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and its subsidiaries the Selling Stockholders have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they each deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesCompany, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, Subsidiaries or their respective stockholders, equity interest holdersmembers, partners, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries Subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesCompany, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory regulatory, investment or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and has consulted its subsidiaries have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriate, and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters in respect to any entity or natural person.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Selling Stockholders acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, the Subsidiaries or any of its subsidiariesSelling Stockholder, or their its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Company, the Subsidiaries or any of its subsidiaries Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiarieseach Selling Stockholder, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each of the Selling Stockholders has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Manager acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Manager, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, Company or the Manager or any of its subsidiaries, their respective subsidiaries or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries the Manager with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager or any of its their respective affiliates or subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries the Manager with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesor the Manager, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any business, legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and each of the Company and the Manager has consulted its subsidiaries have consulted their own respective business, legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Bank acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Bank, on the one hand, and the several UnderwritersPlacement Agents, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter neither Placement Agent is and or has been acting solely as a principal and is not the principal, agent or fiduciary of the Company, Company or any of its subsidiaries, subsidiaries or any of their respective stockholders, equity interest holders, creditors, creditors or employees or any other party, (c) no Underwriter neither Placement Agent has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries subsidiaries, including the Bank, with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter Placement Agent has advised or is currently advising the Company or any of its subsidiaries subsidiaries, including the Bank, on other matters) and no Underwriter has or any other obligation to the Company or any of its subsidiaries subsidiaries, including the Bank, with respect to the offering of the Securities except the obligations expressly set forth in this AgreementSecurities, (d) the Underwriters Placement Agents and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesthe Bank, and (e) none of the Underwriters or legal counsel for the Underwriters has Placement Agents have not provided any legal, accounting, financial, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and each of the Company and the Bank has consulted its subsidiaries have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge each Selling Shareholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Shareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or any Selling Shareholder, or their its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiarieseach Selling Shareholder, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each of the Selling Shareholders has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and Company, its subsidiaries and the Advisor acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Company, its subsidiaries and its subsidiariesthe Advisor, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, the Advisor or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or Company, any of its subsidiaries or the Advisor with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or the Advisor on other matters) and no Underwriter has any obligation to the Company or Company, any of its subsidiaries or the Advisor with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company Company, its subsidiaries and its subsidiariesthe Advisor, and (e) none of the Underwriters or legal counsel for the Underwriters has provided any legal, accounting, regulatory or tax advice to the Company or Company, any of its subsidiaries or the Advisor with respect to the offering of the Securities and the Company and Company, its subsidiaries and the Advisor have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and its subsidiaries acknowledge each Selling Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or any Selling Stockholder, or their its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiarieseach Selling Stockholder, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory regulatory, investment or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each of the Selling Stockholders has consulted its subsidiaries have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriate, and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. The Company and its subsidiaries the Operating Partnership acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Operating Partnership, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, the Operating Partnership or any other subsidiary of its subsidiaries, the Company or their respective the stockholders, equity interest holders, creditors, creditors or employees of the Company and the Operating Partnership or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries and the Operating Partnership with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Company, the Operating Partnership or any other subsidiary of its subsidiaries the Company on other matters) and no Underwriter has or any other obligation to the Company or any of its subsidiaries the Operating Partnership with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesthe Operating Partnership, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, financial, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and its subsidiaries the Operating Partnership have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Guarantors acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Guarantors, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, Subsidiaries or their respective any of the Company’s stockholders, equity interest holders, creditors, employees employees, beneficiaries, trustees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Guarantor with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries Subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries the Guarantors with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, the Guarantors and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and its subsidiaries the Guarantors have consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company New Fortress Energy Parties, severally and its subsidiaries jointly, acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesNew Fortress Energy Parties, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the CompanyNew Fortress Energy Parties, any of its their subsidiaries, or their respective stockholders, equity interest holdersshareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries New Fortress Energy Parties with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising either of the Company New Fortress Energy Parties or any of its their subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries New Fortress Energy Parties with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesNew Fortress Energy Parties, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and its subsidiaries New Fortress Energy Parties have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The New Fortress Energy Parties hereby waive any claims that the New Fortress Energy Parties may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. The Company and its subsidiaries acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiaries, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, and (e) none of the Underwriters or legal counsel for the Underwriters has provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. .

No Advisory or Fiduciary Relationship. The Company Each of the Partnership Parties acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesPartnership Parties, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of any of the CompanyPartnership Parties, any of its subsidiaries, their subsidiaries or their respective stockholders, equity interest holdersequityholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of any of the Company or its subsidiaries Partnership Parties with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising any of the Company Partnership Parties or any of its their subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries the Partnership Parties with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesPartnership Parties, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and each of the Company and Partnership Parties has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Selling Shareholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Shareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or any Selling Shareholder, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiarieseach Selling Shareholder, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each Selling Shareholder has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and its subsidiaries acknowledge and agree that agrees that: (ai) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the initial public offering price of for the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesCompany, on the one hand, and the Underwriter or several Underwriters, on the other hand, ; (bii) in connection with each transaction contemplated by this Agreement and the offering of the Securities applicable Terms Agreement and the process leading theretoto such transaction, each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company, Company or any of its subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, affiliates; (ciii) no Underwriter has assumed or will assume an any advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries affiliates with respect to the offering any of the Securities transactions contemplated by this Agreement and the applicable Terms Agreement or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries affiliates on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries affiliates with respect to the any offering of the Underwritten Securities except the obligations expressly set forth in this Agreement and the applicable Terms Agreement, ; (div) the Underwriters each Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, Company; and (ev) none of the Underwriters or legal counsel for the Underwriters no Underwriter has provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries advise with respect to the offering of transactions contemplated by this Agreement and the Securities applicable Terms Agreement, and the Company has consulted its own legal and its subsidiaries have consulted their own respective legal, accounting, regulatory and tax financial advisors to the extent they it deemed appropriate. This Agreement and the applicable Terms Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. The Company and its subsidiaries Transaction Entities acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between among the Company and its subsidiariesTransaction Entities, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, thereto each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of either of the Company, Transaction Entities or any of its subsidiaries, their respective subsidiaries or their respective stockholders, equity interest holdersunitholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries Transaction Entities with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising either the Company Transaction Entities or any of its their respective subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Transaction Entities with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, Transaction Entities and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and each of the Company and Transaction Entities has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Bank acknowledges and agree agrees that (a) the purchase and sale of the each series of Securities pursuant to this Agreement, including the determination of the initial public offering price of the each series of Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Bank, on the one hand, and the several UnderwritersPlacement Agents, on the other hand, (b) in connection with the offering of the each series of Securities and the process leading thereto, each Underwriter neither Placement Agent is and or has been acting solely as a principal and is not the principal, agent or fiduciary of the Company, Company or any of its subsidiaries, subsidiaries or any of their respective stockholders, equity interest holders, creditors, creditors or employees or any other party, (c) no Underwriter neither Placement Agent has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries subsidiaries, including the Bank, with respect to the offering of the each series of Securities or the process leading thereto (irrespective of whether such Underwriter Placement Agent has advised or is currently advising the Company or any of its subsidiaries subsidiaries, including the Bank, on other matters) and no Underwriter has or any other obligation to the Company or any of its subsidiaries subsidiaries, including the Bank, with respect to the offering of the Securities except the obligations expressly set forth in this Agreementeach series of Securities, (d) the Underwriters Placement Agents and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesthe Bank, and (e) none of the Underwriters or legal counsel for the Underwriters has Placement Agents have not provided any legal, accounting, financial, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the each series of Securities and each of the Company and the Bank has consulted its subsidiaries have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Each of the Transaction Entities acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesTransaction Entities, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the CompanyTransaction Entities, any of its subsidiaries, their subsidiaries or their respective stockholders, equity interest holdersequityholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries Transaction Entities with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Transaction Entities with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesTransaction Entities, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and each of the Company and Transaction Entities has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Each of the Transaction Entities acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between among the Company and its subsidiariesTransaction Entities, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, thereto each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of either of the Company, Transaction Entities or any of its subsidiaries, their respective subsidiaries or their respective stockholders, equity interest holdersunitholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries Transaction Entities with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising either of the Company Transaction Entities or any of its their respective subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Transaction Entities with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesTransaction Entities, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and each of the Company and Transaction Entities has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesCompany, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, subsidiaries or their its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesCompany, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory regulatory, investment or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and has consulted its subsidiaries have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriate, and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge each Bank acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiarieseach Bank, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, Company or any of its subsidiaries, subsidiaries or any of their respective stockholders, equity interest holders, creditors, creditors or employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries subsidiaries, including each Bank, with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries subsidiaries, including each Bank, on other matters) and no Underwriter has or any other obligation to the Company or any of its subsidiaries subsidiaries, including each Bank, with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiarieseach Bank, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, financial, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and each of the Company and each Bank has consulted its subsidiaries have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Principal Shareholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiaries, the Principal Shareholder on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariesGroup Entities, the Principal Shareholder, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries Group Entities or the Principal Shareholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, the Principal Shareholder and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and the Principal Shareholder has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Each of the Transaction Entities acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between among the Company and its subsidiariesTransaction Entities, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, thereto each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of either of the Company, Transaction Entities or any of its subsidiaries, their respective subsidiaries or their respective stockholders, equity interest holdersunitholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries Transaction Entities with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising either of the Company Transaction Entities or any of its their respective subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Transaction Entities with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesTransaction Entities, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and each of the Company and Transaction Entities has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Issuer and the Company acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Issuer and its subsidiariesthe Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Issuer, the Company, any of its subsidiaries, or their respective stockholders, equity interest holdersshareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Issuer or the Company or its subsidiaries with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Issuer or the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Issuer or the Company or any of its subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company Issuer and its subsidiariesthe Company, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities Securities, and the Issuer and the Company and its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Issuer and the Company hereby waive and release, to the fullest extent permitted by law, any claims that the Issuer and the Company may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge each Selling Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, subsidiaries or their any Selling Stockholder or its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiarieseach Selling Stockholder, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each of the Selling Stockholders has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and its subsidiaries the Operating Partnership acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesOperating Partnership, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the CompanyCompany or the Operating Partnership, any of its their respective subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries the Operating Partnership with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Operating Partnership or any of its their respective subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries the Operating Partnership with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, the Operating Partnership and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities contemplated hereby and each of the Company and the Operating Partnership has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge each Selling Shareholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Shareholder, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or any Selling Shareholder, or their its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or any Selling Shareholder on other matters) and no the Underwriter has any no obligation to the Company or any of its subsidiaries Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiarieseach Selling Shareholder, and (e) none of the Underwriters or legal counsel for the Underwriters Underwriter has not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each of the Selling Shareholders has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge each Selling Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or any Selling Stockholder, or their its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiarieseach Selling Stockholder, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each of the Selling Stockholders has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Each of the Company, the Operating Partnership and its subsidiaries acknowledge the Selling Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Company, the Operating Partnership and its subsidiariesthe Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or the Selling Stockholders, or their its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Company, the Operating Partnership or its subsidiaries the Selling Stockholders with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or the Selling Stockholders on other matters) and no Underwriter has any obligation to the Company Company, the Operating Partnership or any of its subsidiaries the Selling Stockholders with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company Company, the Operating Partnership and its subsidiariesthe Selling Stockholders, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory regulatory, investment or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company Company, the Operating Partnership and the Selling Stockholder has consulted its subsidiaries have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriate, and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge each Selling Shareholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or any Selling Shareholder, or their its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiarieseach Selling Shareholder, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each of the Selling Shareholders has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesCompany, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, any of its subsidiaries, or their respective its affiliates, stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries or other affiliates with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries or other affiliates on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesthe Underwriters have no obligation to disclose any of such interests by virtue of any advisory or financial relationship, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, financial, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge each Selling Shareholders acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Shareholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, subsidiaries or any Selling Shareholders or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no the Underwriter has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or any of its subsidiaries or any Selling Shareholder on other matters) and no the Underwriter has any no obligation to the Company or any of its subsidiaries Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective affiliates its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, and (e) none of the Underwriters or legal counsel for the Underwriters Underwriter has not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesCompany, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, or their its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesCompany, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory regulatory, investment or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and has consulted its subsidiaries have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriate, and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. The Company acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the initial public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesCompany, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities Offering and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, Subsidiaries or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering of the Securities Offering or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries Subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering of the Securities Offering except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesCompany, and (e) none of any duties and obligations that the Underwriters or legal counsel for may have to the Company shall be limited to those duties and obligations specifically stated herein and (f) the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities Offering and the Company and has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Each of the Transaction Entities acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesTransaction Entities, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the CompanyTransaction Entities, any of its their subsidiaries, or their respective stockholders, equity interest holdersunitholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries Transaction Entities with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Transaction Entities or any of its their subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Transaction Entities with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesTransaction Entities, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and its subsidiaries Transaction Entities have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge each Selling Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Stockholder, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or any Selling Stockholder, or any of their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no the Underwriter has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or any Selling Stockholder on other matters) and no the Underwriter has does not have any obligation to the Company or any of its subsidiaries Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiarieseach Selling Stockholder, and (e) none of the Underwriters or legal counsel for the Underwriters Underwriter has not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each of the Selling Stockholders has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesCompany, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering and sale of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of Company or its subsidiaries, or their respective stockholders, equity interest holdersshareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering and sale of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries affiliates on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering and sale of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory regulatory, investment or tax advice to the Company or its subsidiaries with respect to the offering and sale of the Securities and the Company and has consulted its subsidiaries have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriate, and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Selling Shareholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Shareholder, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or any Selling Shareholder, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or any Selling Shareholder on other matters) and no the Underwriter has any no obligation to the Company or any of its subsidiaries Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, the Selling Shareholder and (e) none of the Underwriters or legal counsel for the Underwriters Underwriter has not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and the Selling Shareholder has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and its subsidiaries acknowledge Selling Stockholder each acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Selling Stockholder, the Company, any of its subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Selling Stockholder, the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, the Selling Stockholder and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the each of the Company and Selling Stockholder has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Selling Shareholders acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Shareholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or any Selling Shareholders, or their its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or any Selling Shareholder on other matters) and no the Underwriter has any no obligation to the Company or any of its subsidiaries Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiarieseach Selling Shareholder, and (e) none of the Underwriters or legal counsel for the Underwriters Underwriter has not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each of the Selling Shareholders has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge each Selling Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Stockholder, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or any Selling Stockholder, or their its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiarieseach Selling Stockholder, and (e) none of the Underwriters or legal counsel for the Underwriters Underwriter has not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each of the Selling Stockholders has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and its subsidiaries Transaction Entities acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between among the Company and its subsidiariesTransaction Entities, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, thereto each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of either of the Company, Transaction Entities or any of its subsidiaries, their respective subsidiaries or their respective stockholders, equity interest holdersunitholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries Transaction Entities with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising either the Company Transaction Entities or any of its their respective subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Transaction Entities with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesTransaction Entities, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and each of the Company and Transaction Entities has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the initial public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesCompany, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities Offering and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, subsidiaries or their respective its stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering of the Securities Offering or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering of the Securities Offering except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesCompany, and (e) none of any duties and obligations that the Underwriters or legal counsel for may have to the Company shall be limited to those duties and obligations specifically stated herein and (f) the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities Offering and the Company and has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Selling Shareholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Shareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or the Selling Shareholder, or their its respective shareholders, stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries the Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or the Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries the Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesthe Selling Shareholder, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and each of the Company and the Selling Shareholder has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Selling Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the initial public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities Shares and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or the Selling Stockholders, or their its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries the Selling Stockholder with respect to the offering of the Securities Shares or the process leading thereto (irrespective of whether such Underwriter the Underwriters has advised or is currently advising the Company or any of its subsidiaries or the Selling Stockholder on other matters) and the Underwriters have no Underwriter has any obligation to the Company or any of its subsidiaries the Selling Stockholders with respect to the offering of the Securities Shares except the obligations expressly set forth in this Agreement, (d) the Underwriters each Underwriter and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesthe Selling Stockholder, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities Shares and the Company and its subsidiaries the Selling Stockholder have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge each Selling Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or any Selling Stockholder, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, each Selling Stockholder and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each Selling Stockholder has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Operating Partnership acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Operating Partnership, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, Company or the Operating Partnership or their respective stockholders, equity interest holdersshareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries the Operating Partnership with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries the Operating Partnership on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries the Operating Partnership with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, or the Operating Partnership and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and its subsidiaries the Operating Partnership have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and its subsidiaries acknowledge each Selling Shareholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariessuch Selling Shareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, any Selling Shareholder or any of their respective stockholders, equity interest holders, creditors, employees employees, or of any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, each Selling Shareholder and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each Selling Shareholder has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesCompany, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering and sale of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of Company or its subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering and sale of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries affiliates on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering and sale of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesCompany, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory regulatory, investment or tax advice to the Company or its subsidiaries with respect to the offering and sale of the Securities and the Company and has consulted its subsidiaries have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriate, and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. The Company acknowledges and its subsidiaries acknowledge and agree that agrees that: (ai) the purchase and sale of the Underwritten Securities pursuant to the applicable Terms Agreement and this Agreement, including the determination of the initial public offering price of for the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesCompany, on the one hand, and the Underwriter or several Underwriters, on the other hand, ; (bii) in connection with each transaction contemplated by this Agreement and the offering of the Securities applicable Terms Agreement and the process leading theretoto such transaction, each Underwriter is and has been acting solely as a principal and is not as the agent or fiduciary of the Company, Company or any of its subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, affiliates; (ciii) no Underwriter has assumed or will assume an any advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries affiliates with respect to the offering any of the Securities transactions contemplated by this Agreement and the applicable Terms Agreement or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries affiliates on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries affiliates with respect to the any offering of the Underwritten Securities except the obligations expressly set forth in this Agreement and the applicable Terms Agreement, ; (div) the Underwriters each Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, Company; and (ev) none of the Underwriters or legal counsel for the Underwriters no Underwriter has provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of transactions contemplated by this Agreement and the Securities applicable Terms Agreement, and the Company has consulted its own legal and its subsidiaries have consulted their own respective legal, accounting, regulatory and tax financial advisors to the extent they it deemed appropriate. This Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Underwriter or several Underwriters, or any of them, with respect to the subject matter hereof and thereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriter or several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Relationship. The Company and its subsidiaries the Selling Stockholder acknowledge and agree that (a) the each purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the initial public respective offering price prices of the Securities Shares, if any, and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesSelling Stockholder, on the one hand, and the several UnderwritersAgent, on the other handhand and do not constitute a recommendation, investment advice, or solicitation of any action by the Agent, (b) in connection with the offering of the Securities Agent has not assumed and the process leading thereto, each Underwriter is and has been acting solely as a principal and is will not the agent or fiduciary of the Company, assume any of its subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its the Selling Stockholder or any of their respective subsidiaries or other affiliates with respect to the any offering of the Securities Shares or the process leading thereto (irrespective of whether such Underwriter the Agent has advised or is currently advising the Company or the Selling Stockholder or any of its their respective subsidiaries or other affiliates on other matters) and no Underwriter has or any other obligation to the Company or any of its subsidiaries with respect to the offering of the Securities Selling Stockholder except the obligations expressly set forth in this Agreement, (dc) the Underwriters Agent and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesor the Selling Stockholder, and (ed) none of the Underwriters or legal counsel for the Underwriters Agent has not provided any legal, accounting, regulatory financial, regulatory, investment or tax advice to the Company or its subsidiaries the Selling Stockholder or any other person or entity with respect to the any offering of the Securities Shares and each of the Company and the Selling Stockholder has consulted its subsidiaries have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriateappropriate and (e) none of the activities of the Agent in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Agent with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. The Company and its subsidiaries Yield LLC acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesYield LLC, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities contemplated hereby and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, subsidiaries or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries and Yield LLC with respect to the offering of the Securities contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company and Yield LLC or any of its their subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries and Yield LLC with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, Yield LLC and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities contemplated hereby and the Company and its subsidiaries Yield LLC have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Banks acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Banks, on the one hand, and the several UnderwritersPlacement Agents, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter neither Placement Agent is and or has been acting solely as a principal and is not the principal, agent or fiduciary of the Company, Company or any of its subsidiaries, subsidiaries or any of their respective stockholders, equity interest holders, creditors, creditors or employees or any other party, (c) no Underwriter neither Placement Agent has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries subsidiaries, including any Bank, with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter Placement Agent has advised or is currently advising the Company or any of its subsidiaries subsidiaries, including any Bank, on other matters) and no Underwriter has or any other obligation to the Company or any of its subsidiaries subsidiaries, including any Bank, with respect to the offering of the Securities except the obligations expressly set forth in this AgreementSecurities, (d) the Underwriters Placement Agents and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesthe Banks, and (e) none of the Underwriters or legal counsel for the Underwriters has Placement Agents have not provided any legal, accounting, financial, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and each of the Company and the Banks has consulted its subsidiaries have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesCompany, on the one hand, and the several UnderwritersUnderwriters and the Forward Counterparties, on the other hand, (b) in connection with the offering of the Securities contemplated hereby and the process leading theretoto such transaction, each Underwriter of the Underwriters and the Forward Counterparties is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter none of the Underwriters nor the Forward Counterparties has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering of the Securities contemplated hereby or the process leading thereto (irrespective of whether such Underwriter or such Forward Counterparty has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter none of the Underwriters nor the Forward Counterparties has any obligation to the Company or any of its subsidiaries with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriters, the Forward Counterparties and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesCompany, and (e) none of the Underwriters or legal counsel for and the Underwriters has Forward Counterparties have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities contemplated hereby and the Company and has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriateappropriate and (f) the Company waives, to the fullest extent permitted by law, any claims it may have against the Underwriters and the Forward Counterparties for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Underwriters and the Forward Counterparties shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, creditors or employees.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge each Selling Shareholders acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, subsidiaries or any Selling Shareholders or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and its subsidiaries the Operating Partnership acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price terms of the Securities and any related discounts and commissionsoffering, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Operating Partnership, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, the Operating Partnership or any other subsidiary of its subsidiaries, the Company or their respective the stockholders, equity interest holders, creditors, creditors or employees of the Company and the Operating Partnership or any other party, (c) no the Underwriter has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries and the Operating Partnership with respect to the offering of the Securities or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company Company, the Operating Partnership or any other subsidiary of its subsidiaries the Company on other matters) and no Underwriter has or any other obligation to the Company or any of its subsidiaries the Operating Partnership with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective affiliates its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesthe Operating Partnership, and (e) none of the Underwriters or legal counsel for the Underwriters Underwriter has not provided any legal, accounting, financial, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and its subsidiaries the Operating Partnership have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge each Selling Shareholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Shareholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, Company or any of its subsidiariessubsidiaries or any Selling Shareholder, or their respective stockholders, equity interest holdersshareholders, creditors, employees or any other party, (c) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or any of its subsidiaries or any Selling Shareholder on other matters) and no the Underwriter has does not have any obligation to the Company or any of its subsidiaries Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiarieseach Selling Shareholder, and (e) none of the Underwriters or legal counsel for the Underwriters Underwriter has not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each of the Selling Shareholders has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Bank acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Bank, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, Company or the Bank or any of its subsidiaries, or their respective subsidiaries or stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries subsidiaries, including the bank with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries subsidiaries, including the Bank, on other matters) and no Underwriter has or any other obligation to the Company or any of its subsidiaries subsidiaries, including the Bank with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesthe Bank, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, financial, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and each of the Company and the Bank has consulted its subsidiaries have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge each Selling Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesor the Selling Stockholders, as applicable, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, or the Selling Stockholders, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no the Underwriter has not assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or any Selling Stockholder on other matters) and no the Underwriter has any no obligation to the Company or any of its subsidiaries Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, each Selling Stockholder and (e) none of the Underwriters or legal counsel for the Underwriters Underwriter has not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each of the Selling Stockholders has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Selling Shareholders acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or the Selling Shareholders, or its or their respective stockholders, equity interest holdersshareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries the Selling Shareholders with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or the Selling Shareholders on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries the Selling Shareholders with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesthe Selling Shareholders, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and its subsidiaries the Selling Shareholders have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Operating Partnership acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Operating Partnership, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, Company or the Operating Partnership or their respective stockholders, equity interest holdersshareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries the Operating Partnership with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries the Operating Partnership on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries the Operating Partnership with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesor the Operating Partnership, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and its subsidiaries the Operating Partnership have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they deemed appropriate, and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Bank acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company and its subsidiariesthe Bank, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, Company or any of its subsidiaries, subsidiaries or any of their respective stockholders, equity interest holders, creditors, creditors or employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries subsidiaries, including the Bank, with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries subsidiaries, including the Bank, on other matters) and no Underwriter has or any other obligation to the Company or any of its subsidiaries subsidiaries, including the Bank, with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesthe Bank, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, financial, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and each of the Company and the Bank has consulted its subsidiaries have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and its subsidiaries acknowledge and agree agrees that (a) the offering or purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price terms of the Securities and the offering price thereof and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesCompany, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, Company or any of its subsidiaries, Subsidiaries or their respective stockholders, equity interest holdersshareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries Subsidiaries in connection with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries Subsidiaries on other matters) and no Underwriter has or any other obligation to the Company or any of its subsidiaries Subsidiaries in connection with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and or its subsidiariesSubsidiaries, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, financial, regulatory or tax advice to the Company or its subsidiaries in connection with respect to the offering of the Securities and the Company and its subsidiaries have Subsidiaries has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesCompany, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Company, any of its subsidiaries, or their ’s respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesCompany, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory regulatory, investment or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and has consulted its subsidiaries have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriate, and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. The Company and its subsidiaries acknowledge each Selling Shareholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesSelling Shareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, any of the Selling Shareholders or any of their respective stockholders, equity interest holdersshareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiarieseach Selling Shareholder, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each Selling Shareholder has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge each Selling Shareholder acknowledges and agree agrees that (a) the purchase sale and sale transfer of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesany Selling Shareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or any Selling Shareholder, or their its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiarieseach Selling Shareholder, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each of the Selling Shareholders has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesCompany, on the one hand, and the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, Company or any of its subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesCompany, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory financial, regulatory, investment or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory financial, regulatory, investment and tax advisors to the extent they it deemed appropriateappropriate and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge each Selling Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or any Selling Stockholder, or any of their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiarieseach Selling Stockholder, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each of the Selling Stockholders has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and its subsidiaries each Guarantor acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariessuch Guarantors, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, such Guarantor, any of its their respective subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries such Guarantor with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Company, such Guarantor or any of its their respective subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Company, such Guarantor with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesor such Guarantor, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and its subsidiaries have such Guarantor has consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge each Selling Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or any Selling Stockholder, or their its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, each Selling Stockholder and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each of the Selling Stockholders has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Selling Shareholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Shareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, subsidiaries or the Selling Shareholder or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries the Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or the Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries the Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesthe Selling Shareholder, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and each of the Company and the Selling Shareholder has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Selling Stockholders acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering purchase price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or any Selling Stockholders, or their its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiarieseach Selling Stockholder, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and each of the Company and the Selling Stockholders has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries the Selling Shareholder acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Shareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities contemplated hereby and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, subsidiaries or their respective stockholders, equity interest holdersstockholders (including the Selling Shareholder), creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries the Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries or the Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, the Selling Shareholder and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities contemplated hereby and each of the Company and the Selling Shareholder has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Selling Shareholders acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or any Selling Shareholder, or their its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiarieseach Selling Shareholder, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and each of the Selling Shareholders has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Selling Shareholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Shareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or the Selling Shareholder, or their respective shareholders, stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries the Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or the Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries the Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesthe Selling Shareholder, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and each of the Company and the Selling Shareholder has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Each of the Company, the A-1 Series and its subsidiaries acknowledge the Administrative Agent acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesCompany, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities contemplated hereby and the process leading thereto, to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariesthe A-1 Series or the Administrative Agent, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Company, the A-1 Series or its subsidiaries the Administrative Agent with respect to the offering of the Securities contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Company, the A-1 Series or any of its subsidiaries the Administrative Agent on other matters) ), and no Underwriter has any obligation to the Company Company, the A-1 Series or any of its subsidiaries the Administrative Agent with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesCompany, the A-1 Series or the Administrative Agent, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering contemplated hereby and each of the Securities Company, the A-1 Series and the Company and Administrative Agent has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Bank acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering clearing price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Bank, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, Company or any of its subsidiaries, subsidiaries or any of their respective stockholdersshareholders, equity interest holders, creditors, creditors or employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries subsidiaries, including the Bank, with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries subsidiaries, including the Bank, on other matters) and no Underwriter has or any other obligation to the Company or any of its subsidiaries subsidiaries, including the Bank, with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesthe Bank, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, financial, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and each of the Company and the Bank has consulted its subsidiaries have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Selling Stockholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or the Selling Stockholder, or their its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries the Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiariesthe Selling Stockholder, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and the Selling Stockholder has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledge the Selling Shareholder acknowledges and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesthe Selling Shareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiariessubsidiaries or any Selling Shareholder, or their its respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiarieseach Selling Shareholder, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and each of the Company and the Selling Shareholder has consulted its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and its subsidiaries acknowledge and agree agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiariesCompany, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering and sale of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of Company or its subsidiaries, or their respective stockholders, equity interest holdersshareholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering and sale of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries affiliates on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering and sale of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, and (e) none of the Underwriters or legal counsel for the Underwriters has have not provided any legal, accounting, regulatory regulatory, investment or tax advice to the Company or its subsidiaries with respect to the offering and sale of the Securities and the Company and has consulted its subsidiaries have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they it deemed appropriate, and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.