Common use of No Advisory or Fiduciary Relationship Clause in Contracts

No Advisory or Fiduciary Relationship. Each of the Company and the Bank acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Bank, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or any of its subsidiaries or any of their respective stockholders, creditors or employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries, including the Bank, on other matters) or any other obligation to the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Bank, and (e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Bank has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

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

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

No Advisory or Fiduciary Relationship. Each of the Company and the Bank Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the BankManager, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or any of its subsidiaries the Manager or any of their respective subsidiaries or their respective stockholders, creditors or interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, Manager with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager or any of its subsidiaries, including the Bank, their respective affiliates or subsidiaries on other matters) or and no Underwriter has any other obligation to the Company or any of its subsidiaries, including the Bank, Manager with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and or the BankManager, and (e) the Underwriters have not provided any business, legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Bank Manager has consulted its own respective business, legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Bank acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Bank, on the one hand, and the several UnderwritersPlacement Agents, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter neither Placement Agent is and or has been acting solely as a principal and is not the principal, agent or fiduciary of the Company or any of its subsidiaries or any of their respective stockholders, creditors or employees or any other party, (c) no Underwriter neither Placement Agent has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter Placement Agent has advised or is currently advising the Company or any of its subsidiaries, including the Bank, on other matters) or any other obligation to the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities except the obligations expressly set forth in this AgreementSecurities, (d) the Underwriters Placement Agents and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Bank, and (e) the Underwriters Placement Agents have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Bank has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Bank acknowledges and agrees that (a) the purchase and sale of the each series of Securities pursuant to this Agreement, including the determination of the initial public offering price of the each series of Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Bank, on the one hand, and the several UnderwritersPlacement Agents, on the other hand, (b) in connection with the offering of the each series of Securities and the process leading thereto, each Underwriter neither Placement Agent is and or has been acting solely as a principal and is not the principal, agent or fiduciary of the Company or any of its subsidiaries or any of their respective stockholders, creditors or employees or any other party, (c) no Underwriter neither Placement Agent has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, with respect to the offering of the each series of Securities or the process leading thereto (irrespective of whether such Underwriter Placement Agent has advised or is currently advising the Company or any of its subsidiaries, including the Bank, on other matters) or any other obligation to the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities except the obligations expressly set forth in this Agreementeach series of Securities, (d) the Underwriters Placement Agents and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Bank, and (e) the Underwriters Placement Agents have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the each series of Securities and each of the Company and the Bank has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Bank acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the BankCompany, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or Company, any of its subsidiaries subsidiaries, or any of their respective its affiliates, stockholders, creditors or creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, subsidiaries or other affiliates with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries, including the Bank, subsidiaries or other affiliates on other matters) or and no Underwriter has any other obligation to the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the BankUnderwriters have no obligation to disclose any of such interests by virtue of any advisory or financial relationship, and (e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Bank has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Bank Selling Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the BankSelling Shareholder, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or Company, any of its subsidiaries or any of Selling Shareholder, or their respective stockholders, creditors or creditors, employees or any other party, (c) no Underwriter has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries, including the Bank, subsidiaries or any Selling Shareholder on other matters) or any other and the Underwriter has no obligation to the Company or any of its subsidiaries, including the Bank, Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective Affiliates its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Bank, Selling Shareholder and (e) the Underwriters have Underwriter has not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Bank Selling Shareholder has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

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

No Advisory or Fiduciary Relationship. Each of the The Company and the Bank acknowledges Operating Partnership acknowledge and agrees agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the BankOperating Partnership, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or any of its subsidiaries or the Operating Partnership, any of their respective subsidiaries, stockholders, creditors or creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, Operating Partnership with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Operating Partnership or any of its subsidiaries, including the Bank, their respective subsidiaries on other matters) or and no Underwriter has any other obligation to the Company or any of its subsidiaries, including the Bank, Operating Partnership with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Bank, Operating Partnership and (e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities contemplated hereby and each of the Company and the Bank Operating Partnership has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the each Bank acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the each Bank, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or any of its subsidiaries or any of their respective stockholders, creditors or employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the each Bank, with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries, including the each Bank, on other matters) or any other obligation to the Company or any of its subsidiaries, including the each Bank, with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the each Bank, and (e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the each Bank has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Bank each Selling Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the BankSelling Stockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or Company, any of its subsidiaries or any of their Selling Stockholder or its respective stockholders, creditors or creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries, including the Bank, subsidiaries or any Selling Stockholder on other matters) or and no Underwriter has any other obligation to the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Bankeach Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and the Company and each of the Company and the Bank Selling Stockholders has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Bank acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering clearing price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Bank, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or any of its subsidiaries or any of their respective stockholdersshareholders, creditors or employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries, including the Bank, on other matters) or any other obligation to the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Bank, and (e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Bank has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Bank Operating Partnership acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the BankOperating Partnership, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or any of its subsidiaries the Operating Partnership or any of their respective stockholdersshareholders, creditors or creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, Operating Partnership with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries, including the Bank, Operating Partnership on other matters) or and no Underwriter has any other obligation to the Company or any of its subsidiaries, including the Bank, Operating Partnership with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and or the Bank, Operating Partnership and (e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Bank has Operating Partnership have consulted its their own respective legal, accounting, financial, regulatory and tax advisors to the extent it they deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Bank acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Bank, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or any of its subsidiaries the Bank or any of their respective subsidiaries or stockholders, creditors or creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, bank with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries, including the Bank, on other matters) or any other obligation to the Company or any of its subsidiaries, including the Bank, Bank with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Bank, and (e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Bank has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Bank Selling Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the BankSelling Stockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or Company, any of its subsidiaries or any of their Selling Stockholder, or its respective stockholders, creditors or creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries, including the Bank, subsidiaries or any Selling Stockholder on other matters) or and no Underwriter has any other obligation to the Company or any of its subsidiaries, including the Bank, Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the BankSelling Stockholder, and (e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Bank has Selling Stockholder have consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it they deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Bank Banks acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the BankBanks, on the one hand, and the several UnderwritersPlacement Agents, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter neither Placement Agent is and or has been acting solely as a principal and is not the principal, agent or fiduciary of the Company or any of its subsidiaries or any of their respective stockholders, creditors or employees or any other party, (c) no Underwriter neither Placement Agent has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the any Bank, with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter Placement Agent has advised or is currently advising the Company or any of its subsidiaries, including the any Bank, on other matters) or any other obligation to the Company or any of its subsidiaries, including the any Bank, with respect to the offering of the Securities except the obligations expressly set forth in this AgreementSecurities, (d) the Underwriters Placement Agents and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the BankBanks, and (e) the Underwriters Placement Agents have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Bank Banks has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Bank acknowledges Operating Partnership acknowledge and agrees agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price terms of the Securities and any related discounts and commissionsoffering, is an arm’s-length commercial transaction between the Company and the BankOperating Partnership, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, the Operating Partnership or any other subsidiary of the Company or any of its subsidiaries or any of their respective the stockholders, creditors or employees of the Company and the Operating Partnership or any other party, (c) no the Underwriter has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including and the Bank, Operating Partnership with respect to the offering of the Securities or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company Company, the Operating Partnership or any other subsidiary of its subsidiaries, including the Bank, Company on other matters) or any other obligation to the Company or any of its subsidiaries, including the Bank, Operating Partnership with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the BankOperating Partnership, and (e) the Underwriters have Underwriter has not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Bank has Operating Partnership have consulted its their own respective legal, accounting, financial, regulatory and tax advisors to the extent it they deemed appropriate.

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

No Advisory or Fiduciary Relationship. Each of the The Company and the Bank acknowledges each Guarantor acknowledge and agrees agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Banksuch Guarantors, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or any of its subsidiaries or Company, such Guarantor, any of their respective subsidiaries, or their respective stockholders, creditors or creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, such Guarantor with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Company, such Guarantor or any of its subsidiaries, including the Bank, their respective subsidiaries on other matters) or and no Underwriter has any other obligation to the Company or any of its subsidiariesCompany, including the Bank, such Guarantor with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Bankor such Guarantor, and (e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Bank such Guarantor has consulted its their own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Bank acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company and the Bank, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or any of its subsidiaries or any of their respective stockholders, creditors or employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries, including the Bank, on other matters) or any other obligation to the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Bank, and (e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Bank has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Bank each Selling Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the BankSelling Stockholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or Company, any of its subsidiaries or any of their Selling Stockholder, or its respective stockholders, creditors or creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries, including the Bank, subsidiaries or any Selling Stockholder on other matters) or and no Underwriter has any other obligation to the Company or any of its subsidiaries, including the Bank, Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Bank, each Selling Stockholder and (e) the Underwriters have Underwriter has not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and the Company and each of the Company and the Bank Selling Stockholders has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Bank acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Bank, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or any of its subsidiaries or any of their respective stockholdersshareholders, creditors or employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries, including the Bank, on other matters) or any other obligation to the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Bank, and (e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Bank has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Bank Transaction Entities acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the BankTransaction Entities, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of either of the Company or any of its subsidiaries Transaction Entities or any of their respective stockholderssubsidiaries or their respective shareholders, creditors or unitholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, Transaction Entities with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising either of the Company Transaction Entities or any of its subsidiaries, including the Bank, their respective affiliates or subsidiaries on other matters) or and no Underwriter has any other obligation to the Company or any of its subsidiaries, including the Bank, Transaction Entities with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of either of the Company and the BankTransaction Entities, and (e) the Underwriters have not provided any business, legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Bank Transaction Entities has consulted its own respective business, legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Bank acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Bank, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or any of its subsidiaries or any of their respective stockholders, creditors or employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries, including the Bank, on other matters) or any other obligation to the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Bank, and (e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Bank has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

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

No Advisory or Fiduciary Relationship. Each of the Company and the Bank Selling Shareholder acknowledges and agrees that (a) the purchase issue and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the BankSelling Shareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or Company, any of its subsidiaries or any of their the Selling Shareholder, or its respective stockholdersshareholders, creditors or creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries, including the Bank, subsidiaries or Selling Shareholder on other matters) or and no Underwriter has any other obligation to the Company or any of its subsidiaries, including the Bank, Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the BankSelling Shareholder, and (e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Bank Selling Shareholder has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Bank acknowledges and agrees that (a) the each purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the respective initial public offering price prices of the Securities Shares, if any, and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the BankCompany, on the one hand, and the several Underwritersapplicable Agents and the applicable Forward Purchasers, on the other hand, (b) in connection with the offering of the Securities Agents and the process leading thereto, each Underwriter is Forward Purchasers have not assumed and has been acting solely as a principal and is will not the agent or fiduciary of the Company or assume any of its subsidiaries or any of their respective stockholders, creditors or employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, subsidiaries or other affiliates with respect to the any offering of the Securities Shares or the process leading thereto (irrespective of whether such Underwriter has the applicable Agents or the applicable the Forward Purchasers have advised or is are currently advising the Company or any of its subsidiaries, including the Bank, subsidiaries or other affiliates on other matters) or any other obligation to the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (dc) the Underwriters Agents, the Forward Purchasers and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the BankCompany, and (ed) the Underwriters Agents and the Forward Purchasers have not provided any legal, accounting, financial, regulatory or tax advice to the Company or any other person or entity with respect to the any offering of the Securities Shares and each of the Company and the Bank has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Bank acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the BankCompany, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or any of its subsidiaries or any of their respective stockholders, creditors or employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries, including the Bank, on other matters) or any other obligation to the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Bank, and (e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Bank has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Bank acknowledges and agrees that (a) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the BankCompany, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (b) in connection with the offering of the Securities Shares and the process leading thereto, each the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or any of its subsidiaries or Company, any of their subsidiaries, or their respective stockholdersshareholders, creditors or creditors, employees or any other party, (c) no the Underwriter has not assumed or nor will it assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities Shares or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising either of the Company or any of its subsidiaries, including the Bank, their subsidiaries on other matters) or any other and the Underwriter has no obligation to the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities Shares except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their respective Affiliates its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the BankCompany, and (e) the Underwriters have Underwriter has not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities Shares and each of the Company and the Bank has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate. The Company hereby waive any claims that the Company may have against the Underwriter with respect to any breach of fiduciary duty in connection with the Securities.

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

No Advisory or Fiduciary Relationship. Each of the The Company and the Bank acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to transaction contemplated by this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, Agreement is an arm’sarm's-length commercial transaction between the Company and the BankCompany, on the one hand, and the several UnderwritersPlacement Agents, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter neither Placement Agent is and or has been acting solely as a principal and is not the principal, agent or fiduciary of the Company or any of its subsidiaries or any of their respective stockholders, creditors or employees or any other party, (c) no Underwriter neither Placement Agent has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter Placement Agent has advised or is currently advising the Company or any of its subsidiaries, including the Bank, subsidiaries on other matters) or any other obligation to the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities except the obligations expressly set forth in this AgreementSecurities, (d) the Underwriters Placement Agents and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the BankCompany, and (e) the Underwriters Placement Agents have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Bank has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each The Company and each of the Company and the Bank Guarantors acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the BankGuarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, (b) in connection with the offering of the Securities contemplated hereby and the process leading thereto, to such transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Company or any of Guarantor, or its subsidiaries or any of their respective stockholdersshareholders, creditors or creditors, employees or any other party, (c) no Underwriter Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, Guarantor with respect to the offering of the Securities contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or any of its subsidiaries, including the Bank, Guarantor on other matters) or and no Initial Purchaser has any other obligation to the Company or any of its subsidiaries, including the Bank, Guarantor with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters each Initial Purchaser and their its respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the BankGuarantors, and (e) the Underwriters have not no Initial Purchaser has provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of contemplated hereby and the Securities Company and each of the Company and the Bank Guarantors has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Bank The Trust acknowledges and agrees that (a) the each purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the respective initial public offering price prices of the Securities Shares, if any, and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the BankTrust, on the one hand, and the several Underwritersapplicable Agents and the applicable Forward Purchasers, on the other hand, (b) in connection with the offering of the Securities Agents and the process leading thereto, each Underwriter is Forward Purchasers have not assumed and has been acting solely as a principal and is will not the agent or fiduciary of the Company or assume any of its subsidiaries or any of their respective stockholders, creditors or employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Trust or any of its subsidiaries, including the Bank, subsidiaries or other affiliates with respect to the any offering of the Securities Shares or the process leading thereto (irrespective of whether such Underwriter has the applicable Agents or the applicable the Forward Purchasers have advised or is are currently advising the Company Trust or any of its subsidiaries, including the Bank, subsidiaries or other affiliates on other matters) or any other obligation to the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities Trust except the obligations expressly set forth in this Agreement, (dc) the Underwriters Agents, the Forward Purchasers and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the BankTrust, and (ed) the Underwriters Agents and the Forward Purchasers have not provided any legal, accounting, financial, regulatory or tax advice to the Trust or any other person or entity with respect to the any offering of the Securities and each of the Company Shares and the Bank Trust has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Bank acknowledges and agrees that (a) the purchase and sale of the each series of Securities pursuant to this Agreement, including the determination of the initial public offering price of the each series of Securities and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company and the Bank, on the one hand, and the several UnderwritersPlacement Agents, on the other hand, (b) in connection with the offering of the each series of Securities and the process leading thereto, each Underwriter neither Placement Agent is and or has been acting solely as a principal and is not the principal, agent or fiduciary of the Company or any of its subsidiaries or any of their respective stockholders, creditors or employees or any other party, (c) no Underwriter neither Placement Agent has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, with respect to the offering of the each series of Securities or the process leading thereto (irrespective of whether such Underwriter Placement Agent has advised or is currently advising the Company or any of its subsidiaries, including the Bank, on other matters) or any other obligation to the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities except the obligations expressly set forth in this Agreementeach series of Securities, (d) the Underwriters Placement Agents and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Bank, and (e) the Underwriters Placement Agents have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the each series of Securities and each of the Company and the Bank has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Bank Selling Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the BankSelling Shareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or Company, any of its subsidiaries or any of their the Selling Shareholder, or its respective stockholdersshareholders, creditors or creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries, including the Bank, subsidiaries or Selling Shareholder on other matters) or and no Underwriter has any other obligation to the Company or any of its subsidiaries, including the Bank, Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the BankSelling Shareholder, and (e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Bank Selling Shareholder has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Bank acknowledges and agrees that (a) the purchase and sale placement of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Bank, on the one hand, and the several UnderwritersPlacement Agents, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter neither Placement Agent is and or has been acting solely as a principal and is not the principal, agent or fiduciary of the Company or any of its subsidiaries or any of their respective stockholders, creditors or employees or any other party, (c) no Underwriter neither Placement Agent has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter Placement Agent has advised or is currently advising the Company or any of its subsidiaries, including the Bank, on other matters) or any other obligation to the Company or any of its subsidiaries, including the Bank, with respect to the offering of the Securities except the obligations expressly set forth in this AgreementSecurities, (d) the Underwriters Placement Agents and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Bank, and (e) the Underwriters Placement Agents have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Bank has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Bank each Selling Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the BankSelling Stockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Company, its subsidiary or any of Selling Stockholder, or its subsidiaries or any of their respective stockholders, creditors or creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Company, its subsidiary or any of its subsidiaries, including the Bank, Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries, including the Bank, Selling Stockholder on other matters) or and no Underwriter has any other obligation to the Company or any of its subsidiaries, including the Bank, Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Bankeach Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and the Company and each of the Company and the Bank Selling Stockholders has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Bank Banks acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the BankBanks, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or any of its subsidiaries or any of their respective stockholders, creditors or employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the BankBanks, with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries, including the BankBanks, on other matters) or any other obligation to the Company or any of its subsidiaries, including the BankBanks, with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the BankBanks, and (e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Bank Banks has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Bank Guarantors acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the BankGuarantors, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or Company, any of its subsidiaries or any of their Guarantors, or its respective stockholders, creditors or creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, Guarantor with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries, including the Bank, subsidiaries or any Guarantor on other matters) or and no Underwriter has any other obligation to the Company or any of its subsidiaries, including the Bank, Guarantor with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Bankeach Guarantor, and (e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and the Company and each of the Company and the Bank Guarantor has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Bank each Selling Stockholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the BankSelling Stockholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or Company, any of its subsidiaries or any of their Selling Stockholders, or its respective stockholders, creditors or creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any of its subsidiaries, including the Bank, Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or Company, any of its subsidiaries, including the Bank, subsidiaries or any Selling Stockholder on other matters) or and no Underwriter has any other obligation to the Company or any of its subsidiaries, including the Bank, Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Bank, each Selling Stockholder and (e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering of the Securities and each of the Company and the Bank each Selling Stockholder has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.