Common use of Parties Clause in Contracts

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Bank and the Selling Shareholder and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder and their respective successors and the controlling persons, Affiliates, selling agents, officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank and the Selling Shareholder and their respective successors, and said controlling persons, Affiliates, selling agents, officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Manager and the Selling Shareholder Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the UnderwritersManager, the Company, the Bank Adviser and the Selling Shareholder Administrator and their respective successors and the controlling persons, Affiliatesofficers, selling agents, officers directors and directors other persons referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the UnderwritersManager, the Company, the Bank Adviser and the Selling Shareholder Administrator and their respective successors, and said controlling persons, Affiliatesofficers, selling agents, officers directors and directors other persons referred to in Sections 7 and 8 and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities Shares from any Underwriter Manager shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement and the applicable Terms Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank and the Selling Shareholder parties hereto and their respective successors. Nothing expressed or mentioned in this Agreement or the applicable Terms Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder and their respective successors and the controlling persons, Affiliates, selling agents, officers and directors those referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or the applicable Terms Agreement or any provision herein or therein contained. This Agreement and the applicable Terms Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank parties hereto and the Selling Shareholder thereto and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Underwritten Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Companyincluding any substitute Underwriters pursuant to Section 10 hereof, the Bank and the Selling Shareholder Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Company and their respective successors and the controlling persons, Affiliatesaffiliates, selling agents, controlling persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Company and their respective successors, and said controlling persons, Affiliatesaffiliates, selling agents, controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement and the Pricing Agreement shall each inure to the benefit of and be binding upon the Underwriters, the CompanySeller, the Bank and the Selling Shareholder JDCC, and their respective successors. Nothing expressed or mentioned in this Agreement or the Pricing Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder parties hereto or thereto and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in with respect of to this Agreement or the Pricing Agreement or any provision herein or therein contained. This Agreement and the Pricing Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank and the Selling Shareholder parties and their respective successors, successors and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, representatives and for the benefit of no other person, firm or corporation. No purchaser of Securities an Underwritten Note from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Company and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 7 and 8 Supervisory Board members and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Company and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and Supervisory or Executive Board members or the equivalent and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank and the Selling Shareholder Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder Company and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank and the Selling Shareholder Company and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase. In all dealings hereunder, the Representative, acting jointly, shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representative, acting jointly.

Parties. This Agreement shall inure to the benefit of and be binding upon each of the Underwriters, the CompanyFund, the Bank and the Selling Shareholder Investment Adviser and their respective partners and successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the CompanyFund, the Bank and the Selling Shareholder Investment Adviser and their respective successors and the controlling personspersons and officers, Affiliatestrustees, selling agents, officers shareholders and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the CompanyFund, the Bank and the Selling Shareholder Investment Adviser and their respective partners and successors, and said controlling personspersons and officers, Affiliatestrustees, selling agents, officers shareholders and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Transaction Entities and the Selling Shareholder Manager and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Transaction Entities and the Selling Shareholder Manager and their respective successors and the controlling persons, Affiliates, selling agents, controlling persons and officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Transaction Entities and the Selling Shareholder Manager and their respective successors, and said controlling persons, Affiliates, selling agents, controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor solely by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Bank you and the Selling Shareholder Company and any Terms Agreement shall inure to the benefit of and be binding upon the Company and any Underwriter who becomes a party to a Terms Agreement and their respective successors. Nothing expressed or mentioned in this Agreement or a Terms Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder parties hereto or thereto and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 7 10 and 8 11 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or a Terms Agreement or any provision herein or therein contained. This Agreement and any Terms Agreement and all conditions and provisions hereof or thereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank and the Selling Shareholder parties and their respective successors, successors and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Offered Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Bank and the Selling Shareholder Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder Company and their respective successors and the controlling personspersons and directors, Affiliatesofficers, selling agentsmembers, officers shareholders and directors trustees referred to in Sections 7 and 8 Section 6 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained, whether as third-party beneficiaries or otherwise. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank and the Selling Shareholder Company and their respective successors, and, solely for purposes of Section 6, their respective controlling persons and said controlling personsofficers, Affiliatesdirectors, selling agentsshareholders and trustees, officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the UnderwritersInitial Purchasers, the Company, the Bank and the Selling Shareholder Guarantors and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the UnderwritersInitial Purchasers, the Company, the Bank and the Selling Shareholder Guarantors and their respective successors and the controlling persons, Affiliates, selling agents, officers persons and directors other indemnified parties referred to in Sections 6 and 7 and 8 and their successors, heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the UnderwritersInitial Purchasers, the Company, the Bank and the Selling Shareholder Guarantors and their respective successors, and said controlling persons, Affiliates, selling agents, officers persons and directors other indemnified parties and their successors, heirs and legal representatives, and for the benefit of no other person, firm person or corporationentity. No purchaser of Securities from any Underwriter Initial Purchaser shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank and the Selling Shareholder Transaction Entities and their respective successors. No party hereto may assign this Agreement in whole or in part without the consent of the other parties, which shall not be unreasonably withheld. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder Transaction Entities and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank and the Selling Shareholder Transaction Entities and their respective successorssuccessors and permitted assignees, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities Shares from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Company and the controlling persons, directors, officers, employees and agents referred to in Sections 6 and 7 hereof and their respective successorssuccessors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder Company and their respective successors and assigns and the controlling personspersons and officers, Affiliatesdirectors, selling agents, officers employees and directors agents referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Company and their respective successorssuccessors and assigns, and said controlling persons, Affiliatesofficers, selling agentsdirectors, officers employees and directors agents and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter the Underwriters shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the CompanyFund, the Bank each of Advisers and the Selling Shareholder its respective partners and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the CompanyFund, the Bank and the Selling Shareholder Advisers and their respective successors and the controlling personspersons and officers, Affiliatestrustees, selling agents, officers shareholders and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the CompanyFund, the Bank and the Selling Shareholder Advisers and their respective partners and successors, and said controlling personspersons and officers, Affiliatestrustees, selling agents, officers shareholders and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. (a) This Agreement shall each inure to the benefit of and be binding upon the UnderwritersAgents, the Company, the Bank and the Selling Shareholder Manager and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the UnderwritersAgents, their Affiliates and selling agents, the Company, the Bank and the Selling Shareholder Manager and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the UnderwritersAgents, their Affiliates and selling agents, the Company, the Bank and the Selling Shareholder Manager and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter Shares shall be deemed to be a successor by reason merely of such purchase. (b) The Company shall have the right, power and authority, in its absolute discretion, to add new Agents to this Agreement without the consent of the existing Agents. The existing Agents shall execute any amendment to this Agreement that is reasonably requested by the Company to add any such new Agents hereto.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, you and the Company, and any Terms Agreement shall inure to the Bank benefit of and be binding upon the Selling Shareholder Company and any Underwriter who becomes a party to a Terms Agreement, and their respective successors. Nothing expressed or mentioned in this Agreement or a Terms Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder parties hereto or thereto and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections Section 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or a Terms Agreement or any provision herein or therein contained. This Agreement and any Terms Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank and the Selling Shareholder parties and their respective successors, successors and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Company and the Selling Shareholder Operating Partnership and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Company and the Selling Shareholder Operating Partnership and their respective successors and the controlling persons, Affiliates, selling agents, agents and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Company and the Selling Shareholder Operating Partnership and their respective successors, and said controlling persons, Affiliates, selling agents, agents and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Company and each of the Selling Shareholder Shareholders and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Company and each of the Selling Shareholder Shareholders and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representativesUnderwriters, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Company and each of the Selling Shareholder Shareholders and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representativesUnderwriters, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank and the Selling Shareholder Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder Company and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank and the Selling Shareholder Company and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase. In all dealings hereunder, the Representatives, acting jointly, shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives, acting jointly.

Parties. This Agreement and the Pricing Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Offerors and the Selling Shareholder Underwriters and their respective successors. Nothing expressed or mentioned in this Agreement or the Pricing Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Offerors and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or the Pricing Agreement or any provision herein or therein contained. This Agreement and the Pricing Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank parties hereto and the Selling Shareholder thereto and their respective successorssuccessors and legal representatives, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the CompanyFund, each of the Bank and the Selling Shareholder Advisers and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the CompanyFund, the Bank and the Selling Shareholder Advisers and their respective successors and the controlling persons, Affiliatesaffiliates and officers, selling agentstrustees, officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the CompanyFund, the Bank and the Selling Shareholder Advisers and their respective successors, and said controlling persons, Affiliatesaffiliates and officers, selling agentstrustees, officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon each of the Underwriters, the CompanyFund, the Bank Advisers and the Selling Shareholder and each of their respective successorspartners and successors and controlling persons referred to herein. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the CompanyFund, the Bank and the Selling Shareholder Advisers and their respective successors and the controlling personspersons and officers, Affiliates, selling agents, officers trustees and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the CompanyFund, the Bank Advisers and the Selling Shareholder and each of their respective partners and successors, and said controlling personspersons and officers, Affiliates, selling agents, officers trustees and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Operating Partnership and the Selling Shareholder Manager and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Operating Partnership and the Selling Shareholder Manager and their respective successors and the controlling persons, Affiliates, selling agents, persons and trustees and officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Operating Partnership and the Selling Shareholder Manager and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors trustees and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon each of Agent, the UnderwritersForward Seller, the Forward Purchaser, the Company, the Bank and the Selling Shareholder Partnership and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than Agent, the UnderwritersForward Seller, the Forward Purchaser, the Company, the Bank and the Selling Shareholder Partnership and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 7 and 8 Section 10 hereof and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the UnderwritersAgent, the CompanyForward Seller, the Bank Forward Purchaser, the Company and the Selling Shareholder Partnership and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities Shares from any Underwriter Agent or the Forward Seller shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon each of the UnderwritersUnderwriter, the CompanyFund, the Bank and Investment Adviser, the Selling Shareholder Sub-Adviser and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the UnderwritersUnderwriter, the CompanyFund, the Bank and Investment Adviser, the Selling Shareholder Sub-Adviser and their respective successors and the controlling personspersons and officers, Affiliates, selling agents, officers shareholders and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the UnderwritersUnderwriter, the CompanyFund, the Bank and Investment Adviser, the Selling Shareholder Sub-Adviser and their respective successors, and said controlling personspersons and officers, Affiliates, selling agents, officers shareholders and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any the Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the U.S. Underwriters, the Company, the Bank Company and the Selling Shareholder Shareholders and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the U.S. Underwriters, the Company, the Bank Company and the Selling Shareholder Shareholders and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the U.S. Underwriters, the Company, the Bank Company and the Selling Shareholder Shareholders and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any U.S. Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank and the Selling Shareholder Partnership and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder Partnership and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank and the Selling Shareholder Partnership and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities Units from any Underwriter the Underwriters shall be deemed to be a successor by reason merely of such purchase. Any action by the Underwriters hereunder may be taken by the Representative, on behalf of the Underwriters, and any such action taken by the Representative shall be binding upon the Underwriters.

Parties. This Agreement shall each inure to the benefit of and be binding upon the UnderwritersAgents, the Company, the Bank Forward Purchasers and the Selling Shareholder Transaction Entities and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the UnderwritersAgents, the CompanyForward Purchasers, their respective Affiliates and selling agents, the Bank and the Selling Shareholder Transaction Entities and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors trustees referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the UnderwritersAgents, the CompanyForward Purchasers, their respective Affiliates and selling agents, the Bank and the Selling Shareholder Transaction Entities and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors trustees and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter Shares shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Company and their respective successors and the controlling personspersons and officers, Affiliatesdirectors, partners, members, Affiliates and selling agents, officers and directors agents referred to in Sections 6 and 7 and 8 their respective successors, heirs, legal representatives and their heirs executors and legal representativesadministrators, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Company and their respective successors, and said controlling personspersons and officers, Affiliatesdirectors, partners, members, Affiliates and selling agents, officers and directors agents and their heirs respective successors, heirs, legal representatives and legal representativesexecutors and administrators, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Company and the Selling Shareholder Operating Partnership and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Company and the Selling Shareholder Operating Partnership and their respective successors and the controlling persons, Affiliates, selling agents, officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Company and the Selling Shareholder Operating Partnership and their respective successors, and said controlling persons, Affiliates, selling agents, officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the CompanyForward Purchaser, the Bank Forward Seller, the Company and the Selling Shareholder Operating Partnership and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the CompanyForward Purchaser, the Bank Forward Seller, the Company and the Selling Shareholder Operating Partnership and their respective successors and the controlling personspersons and officers, Affiliatesdirectors, Affiliates or selling agents, officers and directors agents referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the CompanyForward Purchaser, the Bank Forward Seller, the Company and the Selling Shareholder Operating Partnership and their respective successors, and said controlling personspersons and officers, Affiliatesdirectors, Affiliates or selling agents, officers and directors agents and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the CompanyForward Sellers, the Bank Forward Purchasers, the Company and the Selling Shareholder Operating Partnership and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the CompanyForward Sellers, the Bank Forward Purchasers, the Company and the Selling Shareholder Operating Partnership and their respective successors and the controlling persons, Affiliates, selling agents, agents and officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the CompanyForward Sellers, the Bank Forward Purchasers, the Company and the Selling Shareholder Operating Partnership and their respective successors, and said controlling persons, Affiliates, selling agents, agents and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank and the Selling Shareholder Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder Company and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank and the Selling Shareholder Company and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase. In all dealings hereunder, the Representative shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representative.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank and Underwriter or each Underwriter, as the Selling Shareholder case may be, named in the applicable Terms Agreement, and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriter or Underwriters, as the Companycase may be, the Bank and the Selling Shareholder Company and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein containedcontained in this Agreement. This Agreement and all conditions and provisions hereof contained in this Agreement are intended to be for the sole and exclusive benefit of the Underwriters, parties to the Company, the Bank and the Selling Shareholder applicable Terms Agreement and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Offered Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Operating Partnership and the Selling Shareholder Manager and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Operating Partnership and the Selling Shareholder Manager and their respective successors and the controlling persons, Affiliates, selling agents, controlling persons, trustees and officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Operating Partnership and the Selling Shareholder Manager and their respective successors, and said controlling persons, Affiliates, selling agents, controlling persons and officers and directors trustees and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the CompanyFund, the Bank and the Selling Shareholder Investment Adviser and their respective partners and successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the CompanyFund, the Bank and the Selling Shareholder Investment Adviser and their respective successors and the controlling personspersons and officers, Affiliatestrustees, selling agents, officers shareholders and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the CompanyFund, the Bank and the Selling Shareholder Investment Adviser and their respective partners and successors, and said controlling personspersons and officers, Affiliatestrustees, selling agents, officers shareholders and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Transaction Entities and the Selling Shareholder Shareholders and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Transaction Entities and the Selling Shareholder Shareholders and their respective successors and the controlling persons, Affiliates, selling agents, controlling persons and officers and directors trustees referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Transaction Entities and the Selling Shareholder Shareholders and their respective successors, and said controlling persons, Affiliates, selling agents, controlling persons and officers and directors trustees and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Bank you and the Selling Shareholder Company and any Terms Agreement shall inure to the benefit of and be binding upon the Company and any Underwriter who becomes a party to a Terms Agreement and their respective successors. Nothing expressed or mentioned in this Agreement or a Terms Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder parties hereto or thereto and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 7 9 and 8 10 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or a Terms Agreement or any provision herein or therein contained. This Agreement and any Terms Agreement and all conditions and provisions hereof or thereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank and the Selling Shareholder parties and their respective successors, successors and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Offered Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Issuer and the Selling Shareholder Parent Guarantor and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Issuer and the Selling Shareholder Parent Guarantor and their respective successors and the controlling persons, Affiliates, selling agents, agents and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Issuer and the Selling Shareholder Parent Guarantor and their respective successors, and said controlling persons, Affiliates, selling agents, agents and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities Notes from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement and the Pricing Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriter, the CompanyFund, the Bank and the Selling Shareholder Adviser and their respective successors. Nothing expressed or mentioned in this Agreement or in the Pricing Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder parties hereto and their respective successors and the controlling personspersons and officers, Affiliates, selling agents, officers directors and directors trustees referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and the Pricing Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank parties hereto and the Selling Shareholder thereto and their respective successors, and said controlling personspersons and officers, Affiliates, selling agents, officers directors and directors trustees and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities Shares from any the Underwriter shall be deemed to be a successor merely by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, Company and the Bank and the Selling Shareholder and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, Company and the Bank and the Selling Shareholder and their respective successors and the controlling personspersons and the partners, Affiliatesofficers, selling agentsdirectors, officers trustees, employees, affiliates and directors agents referred to in Sections 6 and 7 and 8 hereof and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein or therein contained. This Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank MHC and the Selling Shareholder Bank and their respective successors, and said controlling persons, Affiliatespartners, selling agentsofficers, officers and directors and trustees and their heirs and heirs, partners, legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement and the Pricing Agreement shall each inure to the benefit of and be binding upon the UnderwritersUnderwriter, the Company, the Bank and the Selling Shareholder Sellers and their respective successors. Nothing expressed or mentioned in this Agreement or the Pricing Agreement is intended or shall be construed to give any person, firm or corporation, other than the UnderwritersUnderwriter, the Company, the Bank and the Selling Shareholder Originators and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections Section 6 and 7 and 8 hereof and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in with respect of to this Agreement or the Pricing Agreement or any provision herein or therein contained. This Agreement and the Pricing Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the UnderwritersUnderwriter, the Company, the Bank and the Selling Shareholder Sellers and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities Certificates from any the Underwriter shall be deemed to be a successor by reason merely of such purchase. The Company and the Sellers shall be jointly and severally liable for all obligations incurred under this Agreement and the Pricing Agreement.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Company and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors and others referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Company and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and others and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of the Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase. Notwithstanding anything to the contrary herein, the parties hereby agree that M▇▇▇▇▇▇ L▇▇▇▇ may, without notice to the Company, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of M▇▇▇▇▇▇ ▇▇▇▇▇’▇ capital markets, investment banking or related businesses may be transferred following the date of this Agreement.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Operating Partnership and the Selling Shareholder Stockholder and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Operating Partnership and the Selling Shareholder Stockholder and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections Section 6 and Section 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Operating Partnership and the Selling Shareholder Stockholder and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the each Bank and the Selling Shareholder and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the each Bank and the Selling Shareholder and their respective successors and the controlling persons, Affiliates, selling agents, officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the each Bank and the Selling Shareholder and their respective successors, and said controlling persons, Affiliates, selling agents, officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the U.S. Underwriters, the Company, the Bank Company and the Selling Shareholder Stockholder and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the U.S. Underwriters, the Company, the Bank Company and the Selling Shareholder Stockholder and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the U.S. Underwriters, the Company, the Bank Company and the Selling Shareholder Stockholder and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any U.S. Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement and the Pricing Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriter, the CompanyFund, the Bank and the Selling Shareholder Adviser and their respective successors. Nothing expressed or mentioned in this Agreement or in the Pricing Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder parties hereto and their respective successors and the controlling personspersons and officers, Affiliates, selling agents, officers directors and directors trustees referred to in Sections 7 and 8 hereof and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and the Pricing Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank parties hereto and the Selling Shareholder thereto and their respective successors, and said controlling personspersons and officers, Affiliates, selling agents, officers directors and directors trustees and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities Shares from any the Underwriter shall be deemed to be a successor merely by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the UnderwritersAgents, the CompanyForward Purchasers, the Bank and Forward Sellers, the Selling Shareholder Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the UnderwritersAgents, the CompanyForward Purchasers, the Bank and Forward Sellers, the Selling Shareholder Company and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 7 10 and 8 11 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the UnderwritersAgents, the CompanyForward Purchasers, the Bank and Forward Sellers, the Selling Shareholder Company and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter the Agents, the Forward Purchasers or the Sellers shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement and the Terms Agreement shall inure to the benefit of and be binding upon the Underwritersyou, the CompanyGTFFC, the Bank Green Tree and each Underwriter who becomes a party to this Agreement and the Selling Shareholder Terms Agreement, and their respective successors. Nothing expressed or mentioned in this Agreement or the Terms Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder parties hereto or thereto and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 7 6 and 8 7, and their heirs and legal representatives, representatives any legal or equitable right, remedy or claim under or in with respect of to this Agreement or the Terms Agreement or any provision herein or therein contained. This Agreement and the Terms Agreement and all conditions and provisions hereof or thereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank and the Selling Shareholder parties and their respective successors, successors and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, representatives (to the extent of their rights as specified herein and therein) and for the benefit of no other person, firm or corporation. No purchaser of Securities Offered Certificates from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Selling Stockholders, their controlling persons, officer and the Selling Shareholder directors and their respective successors, heirs and legal representatives, as applicable. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder Stockholders and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank and the Selling Shareholder Stockholders and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriterseach Agent, each Forward Seller, each Forward Purchaser, the Company, the Bank and the Selling Shareholder Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm person or corporationentity, other than the UnderwritersAgents, the CompanyForward Sellers, the Bank and Forward Purchasers, the Selling Shareholder Company and their respective successors and the affiliates and controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 7 and 8 Section 11 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriterseach Agent, each Forward Seller, each Forward Purchaser, the Company, the Bank and the Selling Shareholder Company and their respective successors, and said affiliates and controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm person or corporationentity. No purchaser of Securities Shares from or through any Underwriter Agent or Forward Seller shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriterseach Agent, Forward Seller and Forward Purchaser, the Company, the Bank and the Selling Shareholder Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the UnderwritersAgents, the CompanyForward Sellers and Forward Purchasers, the Bank and the Selling Shareholder Company and their respective successors and the controlling personspersons and officers, Affiliates, selling agents, officers directors and directors affiliates referred to in Sections 7 10 and 8 11 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriterseach Agent, Forward Seller and Forward Purchaser, the Company, the Bank and the Selling Shareholder Company and their respective successors, and said controlling personspersons and officers, Affiliates, selling agents, officers directors and directors affiliates and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities Shares through or from any Underwriter Agent or Forward Seller shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the UnderwritersInitial Purchasers, the Company, the Bank Company and the Selling Shareholder Guarantors and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the UnderwritersInitial Purchasers, the Company, the Bank Company and the Selling Shareholder Guarantors and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the UnderwritersInitial Purchasers, the Company, the Bank Company and the Selling Shareholder Guarantors and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities and Guarantees from any Underwriter Initial Purchaser shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the CompanyTrust, the Bank Administrator, the Investment Adviser and the Selling Shareholder its respective partners and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the CompanyTrust, the Bank and Administrator, the Selling Shareholder Investment Adviser and their respective successors and the controlling personspersons and officers, Affiliatestrustees, selling agents, officers shareholders and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the CompanyTrust, the Bank and Administrator, the Selling Shareholder Investment Adviser and their respective partners and successors, and said controlling personspersons and officers, Affiliatestrustees, selling agents, officers shareholders and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement and the Pricing Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Trust and the Company and their respective successors. Nothing expressed or mentioned in this Agreement or the Pricing Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Trust and the Company and their respective successors and the controlling personspersons and officers, Affiliates, selling agents, officers directors and directors trustees referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or the Pricing Agreement or any provision herein or therein contained. This Agreement and the Pricing Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Trust and the Company and their respective successors, and said controlling personspersons and officers, Affiliates, selling agents, officers directors and directors trustees and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Fund and the Selling Shareholder Advisers and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Companytheir affiliates, the Bank Fund and the Selling Shareholder Advisers and their respective successors and the controlling personspersons and directors, Affiliatesofficers, selling agents, officers members and directors trustees referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Companytheir affiliates, the Bank Fund and the Selling Shareholder Advisers and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and trustees and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank their respective affiliates and the Selling Shareholder Company and their respective its successors and legal representatives and the controlling personspersons and officers, Affiliatesdirectors, selling agents, officers employees and directors agents referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under under, by virtue of or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Underwriters their respective affiliates and the Selling Shareholder Company and their respective successorsits successors and legal representatives, and said controlling personspersons and officers, Affiliatesdirectors, selling agentsemployees and agents and their heirs and legal representatives, officers and directors said controlling persons and officers, directors, employees and agents and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the U.S. Underwriters, the Company, the Bank Company and the Selling Shareholder Shareholders and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the U.S. Underwriters, the Company, the Bank Company and the Selling Shareholder Shareholders and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the U.S. Underwriters, the Company, the Bank Company and the Selling Shareholder Shareholders and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any U.S. Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the UnderwritersInitial Purchasers, the Company, the Bank and the Selling Shareholder Subsidiary Guarantors and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the UnderwritersInitial Purchasers, the Company, the Bank and the Selling Shareholder Subsidiary Guarantors and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the UnderwritersInitial Purchasers, the Company, the Bank and the Selling Shareholder Subsidiary Guarantors and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter Initial Purchaser shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Controlling Shareholder and the Selling Shareholder Shareholders and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Controlling Shareholder and the Selling Shareholder Shareholders and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections Section 6 and Section 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Controlling Shareholder and the Selling Shareholder Shareholders and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the CompanyFund, the Bank and the Selling Shareholder Investment Advisers and their respective partners and successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the CompanyFund, the Bank and the Selling Shareholder Investment Advisers and their respective successors and the controlling personspersons and officers, Affiliatesdirectors, selling agents, officers shareholders and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the CompanyFund, the Bank and the Selling Shareholder Investment Advisers and their respective partners and successors, and said controlling personspersons and officers, Affiliates, selling agents, officers shareholders and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the UnderwritersAgents, the Forward Purchasers, and the Company, the Bank and the Selling Shareholder and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the UnderwritersAgents and the Forward Purchasers, their respective Affiliates and selling agents, the Company, the Bank and the Selling Shareholder Company and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the UnderwritersAgents, the CompanyForward Purchasers, their respective Affiliates and selling agents, the Bank and the Selling Shareholder Company and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter Shares shall be deemed to be a successor by reason merely of such purchase.

Parties. This The applicable Terms Agreement shall inure to the benefit of and be binding upon the UnderwritersCompany and, upon execution of such Terms Agreement, the Company, the Bank and the Selling Shareholder Underwriters and their respective successors. Nothing expressed or mentioned in this these Underwriting Agreement Standard Provisions or such Terms Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Company and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this such Terms Agreement or any provision herein or therein contained. This Any applicable Terms Agreement and all conditions and provisions hereof thereof, including these Underwriting Agreement Standard Provisions, are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank parties hereto and the Selling Shareholder thereto and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Underwritten Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the U.S. Underwriters, the Company, the Bank Mettler and the Selling Shareholder Shareholders and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the U.S. Underwriters, the Company, the Bank Mettler and the Selling Shareholder Shareholders and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the U.S. Underwriters, the Company, the Bank Mettler and the Selling Shareholder Shareholders and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any U.S. Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, you and the Company, and any Terms Agreement shall inure to the Bank benefit of and be binding upon the Selling Shareholder Company and any Underwriter who becomes a party to a Terms Agreement, and their respective successors. Nothing expressed or mentioned in this Agreement or a Terms Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder parties hereto or thereto and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 7 and 8 Section 6 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or a Terms Agreement or any provision herein or therein contained. This Agreement and any Terms Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank and the Selling Shareholder parties and their respective successors, successors and said such controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of any Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, you and the Company, and any Terms Agreement shall inure to the Bank benefit of and be binding upon the Selling Shareholder Company and any Underwriter who becomes a party to a Terms Agreement and their respective successors. Nothing expressed or mentioned in this Agreement or a Terms Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder parties hereto or thereto and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 7 and 8 Section 6 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or a Terms Agreement or any provision herein or therein contained. This Agreement and any Terms Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank and the Selling Shareholder parties and their respective successors, successors and said such controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of any Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement and the Pricing Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Offerors and their respective successors. Nothing expressed or mentioned in this Agreement or the Pricing Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Offerors and their respective successors and the controlling personspersons and officers, Affiliates, selling agents, officers directors and directors trustees referred to in Sections 7 and 8 Section 6 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or the Pricing Agreement or any provision herein or therein contained. This Agreement and the Pricing Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Offerors and their respective successors, and said controlling personspersons and officers, Affiliates, selling agents, officers directors and directors trustees and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the UnderwritersUnderwriter, the CompanyTrust, the Bank Administrator, the Investment Adviser and the Selling Shareholder its respective partners and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the UnderwritersUnderwriter, the CompanyTrust, the Bank and Administrator, the Selling Shareholder Investment Adviser and their respective successors and the controlling personspersons and officers, Affiliatestrustees, selling agents, officers shareholders and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the UnderwritersUnderwriter, the CompanyTrust, the Bank and Administrator, the Selling Shareholder Investment Adviser and their respective partners and successors, and said controlling personspersons and officers, Affiliatestrustees, selling agents, officers shareholders and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities AMPS from any the Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the U.S. Underwriters, the Company, the Bank and the Selling Shareholder Shareholders and their respective successors. Nothing expressed or mentioned implied in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the U.S. Underwriters, the Company, the Bank and the Selling Shareholder Shareholders and their respective successors successors, and the controlling persons, Affiliates, selling agents, officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the U.S. Underwriters, the Company, the Bank and the Selling Shareholder Shareholders and their respective successors, and said such controlling persons, Affiliates, selling agents, officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of U.S. Securities from any U.S. Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement and the applicable Terms Agreement ------- shall each inure to the benefit of and be binding upon the Underwritersyou, the Company, the Bank Company and your and the Selling Shareholder and their Company's respective successors. Nothing expressed or mentioned in this Agreement or the applicable Terms Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwritersyou, the Company, the Bank Company and your and the Selling Shareholder and their Company's respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6, 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or the applicable Terms Agreement or any provision herein or therein contained. This Agreement and the applicable Terms Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the Underwritersyou, the Company, the Bank Company and your and the Selling Shareholder and their Company's respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of the Offered Securities from any Underwriter you shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the CompanyFund, the Bank and the Selling Shareholder Advisers and their respective partners and successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the CompanyFund, the Bank and the Selling Shareholder Advisers and their respective successors and the controlling personspersons and officers, Affiliatestrustees, selling agents, officers shareholders and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the CompanyFund, the Bank and the Selling Shareholder Advisers and their respective partners and successors, and said controlling personspersons and officers, Affiliatestrustees, selling agents, officers shareholders and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder and their respective successorsPartnership Entities. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Partnership Entities and their respective successors and the controlling persons, Affiliates, selling agents, officers persons and directors other indemnified parties referred to in Sections 6 and 7 and 8 hereof and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Partnership Entities and their respective successors, and said controlling persons, Affiliates, selling agents, officers persons and directors other indemnified parties and their heirs and legal representatives, and for the benefit of no other person, firm person or corporationentity. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the U.S. Underwriters, the Company, the Bank Company and the Selling Shareholder and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the U.S. Underwriters, the Company, the Bank Company and the Selling Shareholder and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the U.S. Underwriters, the Company, the Bank Company and the Selling Shareholder and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any U.S. Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the U.S. Underwriters, the Company, the Bank Company and the Selling Shareholder Iridium and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the U.S. Underwriters, the Company, the Bank Company and the Selling Shareholder Iridium and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the U.S. Underwriters, the Company, the Bank Company and the Selling Shareholder Iridium and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any U.S. Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Company and their respective successors (and, solely to the extent expressly provided in Section 6 and 7, the controlling persons, Affiliates, selling agents, officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives), any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Company and their respective successorssuccessors (and, solely to the extent expressly provided in Section 6 and 7, said controlling persons, Affiliates, selling agents, officers and directors and their heirs and legal representatives), and for the benefit of no other person, firm or corporation. No purchaser of Securities Notes from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Depositor and the Selling Shareholder Trust and their respective successors. In addition, this Agreement shall inure to the benefit of any third party named herein as a third party beneficiary and only to the extent provided herein. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Trust and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 7 and 8 Section 5 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Trust and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities Certificates from any Underwriter the Underwriters shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement and the Pricing Agreement shall each inure to the benefit of and be binding upon the UnderwritersUnderwriter, the Company, the Bank Fund and the Selling Shareholder Adviser and their respective successors. Nothing expressed or mentioned in this Agreement or the Pricing Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder parties hereto and their respective successors and the controlling personspersons and officers, Affiliates, selling agents, officers trustees and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or the Pricing Agreement or any provision herein or therein contained. This Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank and the Selling Shareholder parties hereto and their respective successors, and said controlling personspersons and officers, Affiliates, selling agents, officers trustees and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities Shares from any the Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the CompanyFund, each of the Bank and the Selling Shareholder Advisers and their respective partners and successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the CompanyFund, the Bank and the Selling Shareholder Advisers and their respective successors and the controlling personspersons and officers, Affiliatestrustees, selling agents, officers directors and directors partners referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the CompanyFund, the Bank and the Selling Shareholder Advisers and their respective partners and successors, and said controlling personspersons and officers, Affiliatestrustees, selling agents, officers directors and directors partners and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities AMPS from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the UnderwritersManager, the CompanyForward Seller, the Bank and Forward Purchaser, the Selling Shareholder Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the UnderwritersManager, the CompanyForward Seller, the Bank and Forward Purchaser, the Selling Shareholder Company and their respective successors and the controlling personspersons and officers, Affiliatesdirectors, selling agents, officers and directors employees or affiliates referred to in Sections 7 and 8 Section 10 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the UnderwritersManager, the CompanyForward Seller, the Bank and Forward Purchaser, the Selling Shareholder Company and their respective successors, and said controlling personspersons and officers, Affiliatesdirectors, selling agents, officers and directors employees or affiliates and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter the Manager or the Forward Seller shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon each of the Underwriters, the CompanyFund, the Bank and the Selling Shareholder Advisers and their respective partners and successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the CompanyFund, the Bank and the Selling Shareholder Advisers and their respective successors and the controlling personspersons and officers, Affiliatestrustees, selling agents, officers shareholders and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the CompanyFund, the Bank and the Selling Shareholder Advisers and their respective partners and successors, and said controlling personspersons and officers, Affiliatestrustees, selling agents, officers shareholders and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the CompanyPartnership Parties, the Bank Parent and the Selling Shareholder Unitholder and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the CompanyPartnership Parties, the Bank Parent and the Selling Shareholder Unitholder and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections Section 7 and Section 8 hereof and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the CompanyPartnership Parties, the Bank Parent and the Selling Shareholder Unitholder and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities Units from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement and the applicable Terms Agreement shall each inure to the benefit of and be binding upon the Underwritersyou, the Company, the Bank Company and your and the Selling Shareholder and their Company's respective successors. Nothing expressed or mentioned in this Agreement or the applicable Terms Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwritersyou, the Company, the Bank Company and your and the Selling Shareholder and their Company's respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6, 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or the applicable Terms Agreement or any provision herein or therein contained. This Agreement and the applicable Terms Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the Underwritersyou, the Company, the Bank Company and your and the Selling Shareholder and their Company's respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of the Offered Securities from any Underwriter you shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder Company and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Company and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase. The parties hereby agree that ▇▇▇▇▇▇▇ ▇▇▇▇▇ may, without notice to the Company, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of ▇▇▇▇▇▇▇ ▇▇▇▇▇’▇ capital markets, investment banking or related businesses may be transferred following the date of this Agreement.

Parties. This Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriter, the Company, the Bank Company and the Selling Shareholder Guarantors and their respective successorssuccessors and legal representatives. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give provide any person, firm or corporation, other than the UnderwritersUnderwriter, the Company, the Bank Company and the Selling Shareholder Guarantors and their respective successors and legal representatives and the controlling persons, Affiliatesofficers, selling agentsemployees, officers directors and directors shareholders referred to in Sections 7 and 8 and their respective heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein or therein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the UnderwritersUnderwriter, the Company, the Bank Company and the Selling Shareholder Guarantors and their respective successorssuccessors and legal representatives, and said such controlling persons, Affiliates, selling agentsshareholders, officers and directors and their respective heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any the Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Bank you and the Selling Shareholder Company and any Terms Agreement shall inure to the benefit of and be binding upon the Company and any Underwriters and their respective successors. Nothing expressed or mentioned in this Agreement or any Terms Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder parties hereto or thereto and their respective successors and the controlling persons, Affiliates, selling agents, person and officers and directors referred to in Sections 6 and 7 and 8 hereof and their heirs and legal representatives, representatives any legal or equitable right, remedy or claim under or in with respect of to this Agreement or any Terms Agreement or any provision herein or therein contained. This Agreement and any Terms Agreement and all conditions and provisions hereof or thereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank and the Selling Shareholder parties and their respective successors, and said controlling persons, Affiliates, selling agents, officers and directors successors and their heirs and legal representatives, representatives (to the extent of their rights as specified herein and therein) and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter Underwriters shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the UnderwritersInitial Purchasers, the CompanyIssuer, the Bank and the Selling Shareholder Subsidiary Guarantors and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the UnderwritersInitial Purchasers, the Company, the Bank Issuer and the Selling Shareholder Subsidiary Guarantors and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the UnderwritersInitial Purchasers, the CompanyIssuer, the Bank and the Selling Shareholder Subsidiary Guarantors and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities Notes from any Underwriter Initial Purchaser shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the CompanyCarvana Parties, the Bank Selling Stockholders and the Selling Shareholder and each of their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the CompanyCarvana Parties, the Bank Selling Stockholders and the Selling Shareholder and each of their respective successors and the controlling persons, Affiliates, selling agents, officers persons and directors other indemnified parties referred to in Sections 6 and 7 and 8 and their successors, heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the CompanyCarvana Parties, the Bank Selling Stockholders and the Selling Shareholder and each of their respective successors, and said controlling persons, Affiliates, selling agents, officers persons and directors other indemnified parties and their successors, heirs and legal representatives, and for the benefit of no other person, firm person or corporationentity. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of ------- and be binding upon the Underwriters, the Company, the Bank Selling Stockholders and the Selling Shareholder Company and their respective successorssuccessors or assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Selling Stockholders and the Selling Shareholder Company and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal legal. representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Selling Stockholders and the Selling Shareholder Company and their respective successorssuccessors or assigns, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor or assigns by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank and Adviser, the Selling Shareholder Administrator and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and Adviser, the Selling Shareholder Administrator and their respective successors and the controlling persons, Affiliatesaffiliates, selling agentsemployees, officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank and Adviser, the Selling Shareholder Administrator and their respective successors, and said controlling persons, Affiliatesaffiliates, selling agentsemployees, officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter the Underwriters shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit ------- of and be binding upon the U.S. Underwriters, the Company, the Bank Company and the Selling Shareholder Stockholders and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the U.S. Underwriters, the Company, the Bank Company and the Selling Shareholder Stockholders and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the U.S. Underwriters, the Company, the Bank Company and the Selling Shareholder Stockholders and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any U.S. Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Bank and the Selling Shareholder Shareholders and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and the Selling Shareholder Shareholders and their respective successors and the controlling persons, Affiliates, partners, managers, selling agents, officers and directors referred to in Sections SECTION 7 and SECTION 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank and the Selling Shareholder Shareholders and their respective successors, and said controlling persons, Affiliates, selling agents, officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities Shares from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement and any Pricing Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Company and their respective successors. Nothing expressed or mentioned in this Agreement or any Pricing Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Company and their respective successors and the controlling personspersons and officers, Affiliates, selling agents, officers directors and directors authorized representative of the Company referred to in Sections Section 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any Pricing Agreement or any provision herein or therein contained. This Agreement and any Pricing Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Underwriters and the Selling Shareholder Company and their respective successors, and said controlling personspersons and officers, Affiliates, selling agents, officers directors and directors authorized representative of the Company and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the UnderwritersInitial Purchasers, the Company, the Bank and the Selling Shareholder Corporation and their respective successorssuccessors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the UnderwritersInitial Purchasers, the CompanyCorporation, the Bank and the Selling Shareholder and their respective successors and assigns and the controlling persons, Affiliates, selling agentspersons and partners, officers and directors referred to in Sections 7 and 8 hereof and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the UnderwritersInitial Purchasers, the Company, the Bank and the Selling Shareholder Corporation and their respective successors, and said controlling persons, Affiliates, selling agentspersons and partners, officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter Subsequent Purchasers shall be deemed to be a successor by reason merely of such purchasetheir purchase of any Notes from an Initial Purchaser.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank and the Selling Shareholder Stockholders and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank and Adviser, the Administrator, the Selling Shareholder Stockholders and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank and Adviser, the Administrator, the Selling Shareholder Stockholders and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Underwritten Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Controlling Shareholder and the Selling Shareholder Shareholders and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Controlling Shareholder and the Selling Shareholder Shareholders and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 7 11 and 8 12 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Controlling Shareholder and the Selling Shareholder Shareholders and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the U.S. Underwriters, the CompanyCompany and PepsiCo, the Bank and the Selling Shareholder Inc. and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the U.S. Underwriters, the CompanyCompany and PepsiCo, the Bank and the Selling Shareholder Inc. and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the U.S. Underwriters, the CompanyCompany and PepsiCo, the Bank and the Selling Shareholder Inc. and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any U.S. Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Principal Shareholders and the Selling Shareholder Shareholders and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the Bank Company and the Selling Shareholder Shareholders and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Principal Shareholders and the Selling Shareholder Shareholders and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall each inure to the benefit of and be binding upon the U.S. Underwriters, the Company, the Bank and Company the Selling Shareholder Shareholders and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the U.S. Underwriters, the Company, the Bank Company and the Selling Shareholder Shareholders and their respective successors and the controlling persons, Affiliates, selling agents, persons and officers and directors referred to in Sections 6 and 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the U.S. Underwriters, the Company, the Bank Company and the Selling Shareholder Shareholders and their respective successors, and said controlling persons, Affiliates, selling agents, persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any U.S. Underwriter shall be deemed to be a successor by reason merely of such purchase.

Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Bank Company and the Selling Shareholder Shareholders and their respective successorssuccessors and legal representatives. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give provide any person, firm or corporation, other than the Underwriters, the Company, the Bank Company and the Selling Shareholder Shareholders and their respective successors and legal representatives and the controlling persons, Affiliatesofficers, selling agentsemployees, officers directors and directors shareholders referred to in Sections 7 and 8 and 9 and their respective heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein or therein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the Bank Company and the Selling Shareholder Shareholders and their respective successorssuccessors and legal representatives, and said such controlling persons, Affiliates, selling agentsshareholders, officers and directors and their respective heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities Shares from any Underwriter shall be deemed to be a successor by reason merely of such purchase.