Common use of No Advisory or Fiduciary Relationship Clause in Contracts

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Manager, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Manager, or their respective stockholders, creditors, employees or any other party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, except the obligations expressly set forth in this Agreement, (iv) 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 Manager, and (v) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have consulted their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an are arm’s-length commercial transaction transactions between the Company and the ManagerCompany, on the one hand, and the several UnderwritersAgent(s), on the other hand, (ii) in connection with the offering offerings contemplated hereby and the process leading to such transaction each Underwriter Agent is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company or the Manager, or their respective its stockholders, creditors, employees or any other party, (iii) no Underwriter Agent has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering offerings contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Agent has advised or is currently advising the Company or the Manager on other matters) and no Underwriter Agent has any obligation to the Company or the Manager with respect to the any offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters Agent(s) 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 ManagerCompany, and (v) the Underwriters and their respective agents have not no Agent has provided any legal, accounting, regulatory or tax advice with respect to the offering offerings contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges Fund and agrees the Adviser each acknowledge and agree that (ia) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerFund, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Fund or the ManagerAdviser, or any of their respective stockholders, creditors, creditors or employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Fund or the Manager Adviser with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Fund or the Manager Adviser on other matters) and no Underwriter has any obligation to the Company Fund or the Manager Adviser with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) 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 Fund or the ManagerAdviser, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Fund and the Manager have Adviser each has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company acknowledges and agrees the Operating Partnership acknowledge and agree that (i) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-arm’s length commercial transaction between the Company and the ManagerOperating Partnership, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerOperating Partnership, or their respective stockholdersits stockholders or partners, creditors, employees or any other party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager Operating Partnership with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager Operating Partnership on other matters) and no Underwriter has any obligation to the Company or the Manager Operating Partnership with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (iv) 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 ManagerOperating Partnership, and (v) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager have Operating Partnership has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges DB Entities acknowledge and agrees agree that (ia) the purchase and sale of the Trust Preferred Securities pursuant to this Agreement, including the determination of the public offering price of the Trust Preferred Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerDB Entities, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerDB Entities, or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager DB Entities with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager DB Entities on other matters) and no Underwriter has any obligation to the Company or the Manager DB Entities with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) 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 ManagerDB Entities, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager DB Entities have consulted their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Offered Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is transaction, the Underwriters are and has have been acting solely as a principal and is are not the agent or fiduciary of the Company or the ManagerCompany, or their respective its stockholders, creditors, employees or any other party, (iiic) no Underwriter has the Underwriters have not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has the Underwriters have advised or is are currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) 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 ManagerCompany, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading 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 the ManagerCompany, or their respective its stockholders, creditors, employees or any other party, (iiic) no Underwriter Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Manager on other matters) and no Underwriter Initial Purchaser has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) the Underwriters Initial Purchasers 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 ManagerCompany, and (ve) the Underwriters and their respective agents Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Manager acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Manager, Manager or their respective subsidiaries, stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager Manager, or any of their subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, of the Securities except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, Manager and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company and the Manager have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, Agreement is an arm’s-length commercial transaction agreement between the Company and the ManagerCompany, on the one hand, and the several UnderwritersCF&Co, on the other hand, (iib) in connection with the offering sale of the Shares contemplated hereby and the process leading thereto, CF&Co (as opposed to such transaction each Underwriter certain of its officers and employees who are also officers or employees of the Company) is not and has not been acting solely as a principal and is not the agent or fiduciary of the Company or the Manager, or their respective stockholders, creditors, employees or any other partyCompany, (iiic) no Underwriter CF&Co (as opposed to certain of its officers and employees who are also officers or employees of the Company) has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering sale of the Shares contemplated hereby or the process leading thereto (irrespective of whether such Underwriter CF&Co has advised or is currently advising the Company or the Manager on other matters, including acquisitions, dispositions, and capital raises), and CF&Co (as opposed to certain of its officers and employees who are also officers or employees of the Company) and has no Underwriter has any obligation to the Company or the Manager with respect to the offering sale of the Shares contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) the Underwriters CF&Co 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 ManagerCompany, and (ve) the Underwriters and their respective agents have CF&Co has not provided any legal, accounting, regulatory or tax advice with respect to the offering sale of the Shares contemplated hereby hereby, and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the 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 Manager, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or Company, the Manager, or their respective stockholders, creditors, employees or any other party, (iii) no each Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or the Manager on other matters) and no each Underwriter has any no obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the Manager, and (v) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it each deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Manager, or their respective its stockholders, creditors, employees or any other party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby (other than any confidentiality obligation that such Underwriter may generally have to the Company) except the obligations expressly set forth in this Agreement, (iv) 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 ManagerCompany, and (v) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, Agreement is an arm’s-length commercial transaction agreement between the Company and the ManagerCompany, on the one hand, and the several UnderwritersCF&Co, on the other hand, (iib) in connection with the offering sale of the Shares contemplated hereby and the process leading thereto, CF&Co (as opposed to such transaction each Underwriter certain of its officers and employees who are also officers or employees of the Company) is not and has not been acting solely as a principal and is not the agent or fiduciary of the Company or the Manager, or their respective stockholders, creditors, employees or any other partyCompany, (iiic) no Underwriter CF&Co (as opposed to certain of its officers and employees who are also officers or employees of the Company) has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering sale of the Shares contemplated hereby or the process leading thereto (irrespective of whether such Underwriter CF&Co has advised or is currently advising the Company or the Manager on other matters, including acquisitions), and CF&Co (as opposed to certain of its officers and employees who are also officers or employees of the Company) and has no Underwriter has any obligation to the Company or the Manager with respect to the offering sale of the Shares contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) the Underwriters CF&Co 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 ManagerCompany, and (ve) the Underwriters and their respective agents have CF&Co has not provided any legal, accounting, regulatory or tax advice with respect to the offering sale of the Shares contemplated hereby hereby, and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several UnderwritersPurchasers, on the other hand, (iib) in connection with the offering of the Securities contemplated hereby by this Agreement and the process leading to such transaction each Underwriter Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, or their respective its stockholders, creditors, employees or any other party, (iiic) no Underwriter Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering of the Securities contemplated hereby by this Agreement or the process leading thereto (irrespective of whether such Underwriter Purchaser has advised or is currently advising the Company or the Manager on other matters) and no Underwriter Purchaser has any obligation to the Company or the Manager with respect to the offering of the Securities contemplated hereby, by this Agreement except the obligations expressly set forth in this Agreement, (ivd) the Underwriters 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 Manager, and (ve) the Underwriters and their respective agents Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities contemplated hereby by this Agreement and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Operating Partnership and the Company acknowledges and agrees that (ia) the purchase and sale of the Securities Notes pursuant to this Agreement, including the determination of the public offering price of the Securities Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerOperating Partnership, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Operating Partnership or the ManagerCompany, or their respective its stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Operating Partnership or the Manager Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Operating Partnership or the Manager Company on other matters) and no Underwriter has any obligation to the Company Operating Partnership or the Manager Company with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) 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 Operating Partnership and the ManagerCompany, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Operating Partnership and the Manager have Company has consulted their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. Furthermore, the Operating Partnership agrees that it is solely responsible for making its own judgments in connection with the offering of the Notes (irrespective of whether any of the Underwriters has advised or is currently advising the Operating Partnership or the Company on related or other matters).

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

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

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase subscription for and sale issuance 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 ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, any of its Subsidiaries or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager any of its Subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, of the Securities except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company and the Manager have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Securities Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, or their respective its stockholders, creditors, employees or any other party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter or Lazard Frères & Co. LLC has advised or is currently advising the Company or the Manager on other matters) and no Underwriter and Lazard Frères & Co. LLC has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters Underwriters, Lazard Frères & Co. LLC 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 ManagerCompany, and (v) the Underwriters and their respective agents Lazard Frères & Co. LLC have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) 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 ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, any of its subsidiaries, or their its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has the Underwriters have not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has the Underwriters have advised or is are currently advising the Company or the Manager any of its subsidiaries on other matters) and the Underwriters have no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, of the Securities except the obligations expressly set forth in this Agreement, (ivd) 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 ManagerCompany, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the initial public offering price of the Securities Shares and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering of the Shares contemplated hereby by this Agreement and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Manager, or their respective its stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering of the Shares contemplated hereby by this Agreement or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering of the Shares contemplated hereby, by this Agreement except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Shares contemplated hereby by this Agreement and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Company, any of its Subsidiaries or any of the Manager, or their respective Company’s stockholders, creditors, employees employees, beneficiaries, trustees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager any of its Subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, of the Securities except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities securities pursuant to this Agreement, including the determination of the offering price of Subscription Price, the Securities Global Offering Price and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby Offering and the process leading to such transaction thereto, each Underwriter and Co-Lead Manager is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, any of its subsidiaries or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter or Co-Lead Manager has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager any of its subsidiaries on other matters) and no Underwriter or Co-Lead Manager has any obligation to the Company or the Manager with respect to the offering contemplated hereby, Offering except the obligations expressly set forth in this Agreement, (ivd) the Underwriters Underwriters, the Co-Lead Managers 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 Manager, and (ve) the Underwriters and their respective agents the Co-Lead Managers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby Offering and the Company and the Manager have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges Partnership Parties acknowledge and agrees agree that (ia) the purchase and sale of the Securities Units pursuant to this Agreement, including the determination of the public offering price of the Securities Units and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerPartnership Parties, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Units and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerPartnership Parties, any of their subsidiaries or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager Partnership Parties with respect to the offering contemplated hereby of the Units or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager Partnership Parties on other matters) and no Underwriter has any obligation to the Company or the Manager Partnership Parties with respect to the offering contemplated hereby, of the Units except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, Partnership Parties and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Units and the Company and the Manager Partnership Parties have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

No Advisory or Fiduciary Relationship. The Company Each of the THL Entities acknowledges and agrees that (ia) 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 ManagerTHL Advisors, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerTHL Entities, or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager THL Entities with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager THL Entities on other matters) and no Underwriter has any obligation to the Company or the Manager THL Entities with respect to the offering contemplated hereby, of the Securities except the obligations expressly set forth in this Agreement, (ivd) 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 ManagerTHL Entities, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and each of the Company and the Manager have THL Entities has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges Western Parties acknowledge and agrees agree that (ia) the purchase and sale of the Securities Units pursuant to this Agreement, including the determination of the initial public offering price of the Securities Units and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerWestern Parties, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Units and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerWestern Entities, any of its subsidiaries or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager Western Entities with respect to the offering contemplated hereby of the Units or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Western Entities or the Manager any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Manager Western Entities with respect to the offering contemplated hereby, of the Units except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, Western Entities and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Units and the Company and the Manager Western Entities have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Underwritten Securities pursuant to this Underwriting Agreement and the applicable Terms Agreement, including the determination of the public offering price of the Underwritten Securities and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company and the Manager, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby by this Underwriting Agreement and the applicable Terms Agreement and the process leading to such transaction transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, by this Underwriting Agreement and the applicable Terms Agreement except the obligations expressly set forth in this Underwriting Agreement and the applicable Terms Agreement, (ivd) 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 Manager, and (ve) the Underwriters and their respective agents have not no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby by this Underwriting Agreement and the applicable Terms Agreement and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees the Operating Partnership acknowledge and agree that (iA) the any purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several UnderwritersAgent(s), on the other hand, (iiB) in connection with the any offering contemplated hereby and the process leading to each such transaction each Underwriter Agent is and has been acting solely as a principal and is not the agent or fiduciary of the Company Company, the Operating Partnership or the Manager, or their respective its stockholders, creditors, employees or any other party, (iiiC) no Underwriter Agent has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager Operating Partnership with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Agent has advised or is currently advising the Company or the Manager Operating Partnership on other matters) and no Underwriter Agent has any obligation to the Company or the Manager Operating Partnership with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivD) the Underwriters Agent(s) 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 ManagerOperating Partnership, and (vE) the Underwriters and their respective agents Agent(s) have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager Operating Partnership have consulted their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities Offered ADSs and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Offered ADSs and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, any of its subsidiaries or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Offered ADSs or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, of the Offered ADSs except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Offered ADSs and the Company and the Manager have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and each of the Historic Partners acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerHistoric Partners, or each of their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager any Historic Partner with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) 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 ManagerCompany, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several UnderwritersInitial Purchaser, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter the Initial Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, or their respective its stockholders, creditors, employees or any other party, (iiic) no Underwriter the Initial Purchaser has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter the Initial Purchaser has advised or is currently advising the Company or the Manager on other matters) and the Initial Purchaser has no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) the Underwriters Initial Purchaser 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 ManagerCompany, and (ve) the Underwriters and their respective agents have Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees in connection with the offering and sale of the Securities that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, or their respective its stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) 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 ManagerCompany, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges XXXX Parties acknowledge and agrees agree that (ia) the purchase and sale of the Securities Units pursuant to this Agreement, including the determination of the initial public offering price of the Securities Units and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerXXXX Parties, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Units and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerXXXX Parties, any of their subsidiaries or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager XXXX Parties with respect to the offering contemplated hereby of the Units or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager XXXX Parties on other matters) and no Underwriter has any obligation to the Company or the Manager XXXX Parties with respect to the offering contemplated hereby, of the Units except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, XXXX Parties and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Units and the Company and the Manager XXXX Parties have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company Parties acknowledges and agrees that (ia) the purchase and sale of the Securities Notes pursuant to this Agreement, including the determination of the public offering price of the Securities Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerParties, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Parties, any of its subsidiaries or the Manager, or their respective its stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager Parties with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Manager Parties with respect to the offering contemplated hereby, of the Securities except the obligations expressly set forth in this Agreement, (ivd) 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 ManagerParties, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company and the Manager Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, or their respective stockholdersits shareholders, creditors, employees, its shareholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) 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 ManagerCompany, and (ve) the Underwriters and their respective agents have not provided any legal, financial, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own legal, financial, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Issuer acknowledges and agrees that (ia) 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 ManagerIssuer, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerIssuer, any of its Affiliates or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager Issuer with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Issuer or the Manager any of its Affiliates on other matters) and no Underwriter has any obligation to the Company or the Manager Issuer with respect to the offering contemplated hereby, of the Securities except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, Issuer and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company and the Manager have Issuer has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees Selling Shareholder each acknowledge and agree that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerSelling Shareholder, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerSelling Shareholder, or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager Selling Shareholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) 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 ManagerSelling Shareholder, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager Selling Shareholder have consulted their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

No Advisory or Fiduciary Relationship. The Company acknowledges Fund and agrees the Adviser each acknowledge and agree that (ia) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerFund, on the one hand, and the several Underwriters, on the other hand, ; (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Fund or the ManagerAdviser, or any of their respective stockholders, creditors, creditors or employees or any other party, ; (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Fund or the Manager Adviser with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Fund or the Manager Adviser on other matters) and no Underwriter has any obligation to the Company Fund or the Manager Adviser with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, ; (ivd) 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 Fund or the Manager, Adviser; and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Fund and the Manager have Adviser each has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading 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 the ManagerCompany, or their respective its stockholders, creditors, employees or any other party, (iiic) no Underwriter Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Manager on other matters) and no Underwriter Initial Purchaser has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) the Underwriters Initial Purchasers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the ManagerCompany, and (ve) the Underwriters and their respective agents Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Guarantors acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerGuarantors, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Manager, or their respective stockholders, creditors, employees or any other partyGuarantors, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager Guarantors with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager Guarantors on other matters) and no Underwriter has any obligation to the Company or the Manager Guarantors with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) 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 ManagerGuarantors, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager Guarantors have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) 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 ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, any of its subsidiaries, or their its respective stockholders, equityholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager Company, any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, of the Securities except the obligations expressly set forth in this Agreement, (ivd) 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 ManagerCompany, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company and the Manager have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Debt Securities pursuant to this Agreement, including the determination of the public offering price of the Debt Securities and any related discounts and commissions, is an are arm’s-length commercial transaction transactions between the Company and the ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent underwriter (except to the extent expressly set forth herein) or fiduciary of the Company or the Manager, or their respective its stockholders, creditors, employees or any other party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the any offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (iv) 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 ManagerCompany, and (v) the Underwriters and their respective agents have not no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Trust acknowledges and agrees that (ia) the purchase and sale of the Preferred Securities pursuant to this Agreement, including the determination of the public offering price of the Preferred Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerTrust, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of either the Company or the ManagerTrust, or their respective its stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager Trust with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager Trust on other matters) and no Underwriter has any obligation to the Company or the Manager Trust with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) 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 ManagerTrust, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager have Trust has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees the Manager acknowledge and agree that (ia) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the offering purchase price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Manager, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or and the Manager, or their its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or and the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, Manager and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, Agreement is an arm’s-length commercial transaction agreement between the Company and the ManagerCompany, on the one hand, and the several UnderwritersCF&Co, on the other hand, (iib) in connection with the offering sale of shares contemplated hereby and the process leading thereto, CF&Co (as opposed to such transaction each Underwriter certain of its officers and employees who are also officers or employees of the Company) is not and has not been acting solely as a principal and is not the agent or fiduciary of the Company or the Manager, or their respective stockholders, creditors, employees or any other partyCompany, (iiic) no Underwriter CF&Co (as opposed to certain of its officers and employees who are also officers or employees of the Company) has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering sale of Shares contemplated hereby or the process leading thereto (irrespective of whether such Underwriter CF&Co has advised or is currently advising the Company or the Manager on other matters, including acquisitions), and CF&Co (as opposed to certain of its officers and employees who are also officers or employees of the Company) and has no Underwriter has any obligation to the Company or the Manager with respect to the offering sale of Shares contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) the Underwriters CF&Co 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 ManagerCompany, and (ve) the Underwriters and their respective agents have CF&Co has not provided any legal, accounting, regulatory or tax advice with respect to the offering sale of Shares contemplated hereby hereby, and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities Units pursuant to this AgreementAgreement and the Subscription Agreements, including the determination of the public offering price of the Securities Shares and Warrants and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several UnderwritersPlacement Agent, on the other hand, (iib) in connection with the offering contemplated hereby of the Units and the process leading to such transaction each Underwriter thereto, the Placement Agent is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Manager, any of its Subsidiaries or their its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter the Placement Agent has not assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Units or the process leading thereto (irrespective of whether such Underwriter the Placement Agent has advised or is currently advising the Company or the Manager any of its Subsidiaries on other matters) and the Placement Agent has no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, of the Units except the obligations expressly set forth in this Agreement, (ivd) the Underwriters Placement Agent and their its 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 ManagerCompany, and (ve) the Underwriters and their respective agents have Placement Agent has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Units and the Company and the Manager have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading 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 the ManagerCompany, or their respective stockholdersits shareholders, creditors, employees or any other party, (iiic) no Underwriter Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Manager on other matters) and no Underwriter Initial Purchaser has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) the Underwriters Initial Purchasers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and the ManagerCompany, and (ve) the Underwriters and their respective agents Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) 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 ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Managerany of its Subsidiaries, or their respective the Company’s stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager any of its Subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, of the Securities except the obligations expressly set forth in this Agreement, (ivd) 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 ManagerCompany, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company and the Manager have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities Underwritten ADSs pursuant to this Agreement, including the determination of the offering price of the Securities Share Subscription Price and ADS Purchase Price and any related discounts and commissionsfees, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (iib) in connection with the offering contemplated hereby of the Offered Securities and the process leading to such transaction each thereto, the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or Company, the Manager, Subsidiary or their respective stockholderssecurityholders, creditors, employees or any other party, (iiic) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Offered Securities or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or the Manager Subsidiary on other matters) and no the Underwriter has does not have any obligation to the Company or the Manager with respect to the offering contemplated hereby, of the Offered Securities except the obligations expressly set forth in this Agreement and the Financial Services Agreement, (ivd) 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 Manager, and (ve) the Underwriters and their respective agents have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Offered Securities and the Company and the Manager have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the 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 Manager, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is the Underwriters are and has have been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, or their respective its stockholders, creditors, employees or any other party, (iiic) no Underwriter has the Underwriters have not assumed or nor will they assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has the Underwriters have advised or is are currently advising the Company or the Manager any of its affiliates on other matters) and no Underwriter has the Underwriters do not have any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) the Underwriters 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 ManagerCompany, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several UnderwritersInitial Purchaser, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter the Initial Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, or their respective its stockholders, creditors, employees or any other party, (iii) no Underwriter the Initial Purchaser has not assumed or nor will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter the Initial Purchaser has advised or is currently advising the Company or the Manager on other matters) and the Initial Purchaser has no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters Initial Purchaser and their its respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the ManagerCompany, and (v) the Underwriters and their respective agents have Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Corporation acknowledges and agrees that (ia) the purchase and sale of the Offered Securities pursuant to this Agreement, including the determination of the offering price of the Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCorporation, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby Offering and the process leading to such transaction transactions, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Corporation or the Manager, or their respective stockholdersits shareholders, creditors, directors, officers, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor favour of the Company or the Manager Corporation with respect to the offering contemplated hereby Offering or the Private Placement or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager Corporation on other matters) and no Underwriter has any obligation to the Company or the Manager Corporation with respect to the offering contemplated hereby, Offering or the Private Placement except the obligations expressly set forth in this Agreement, (ivd) 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 Corporation and other participants in the ManagerOffering and Private Placement, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby Offering or the Private Placement, and the Company and the Manager have Corporation has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed deems appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Offered Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Offered Securities and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Company, any of its subsidiaries or the Manager, or their respective its stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Offered Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager any of its subsidiaries or on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, of the Offered Securities except the obligations expressly set forth in this Agreement, (ivd) 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 ManagerCompany, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Offered Securities and the Company and the Manager have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading 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 the ManagerCompany, or their respective its stockholders, creditors, employees or any other party, (iiic) no Underwriter Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Manager on other matters) and no Underwriter Initial Purchaser has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) the Underwriters Initial Purchasers 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 ManagerCompany, and (ve) the Underwriters and their respective agents have not no Initial Purchaser has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale remarketing of the Securities Notes pursuant to this Remarketing Agreement, the Indenture and the Notes, including the determination of the offering price terms of the Securities Notes and any related discounts and commissionsthe Remarketing Fee, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several UnderwritersRemarketing Agents, on the other hand, (ii) in connection with the offering remarketing contemplated hereby and the process leading to such transaction transaction, each Underwriter Remarketing Agent is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, or their respective its stockholders, creditors, employees or any other party, (iii) no Underwriter has the Remarketing Agents have not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering remarketing contemplated hereby or the process leading thereto (irrespective of whether such Underwriter any Remarketing Agent has advised or is currently advising the Company or the Manager on other matters) and the Remarketing Agents have no Underwriter has any obligation to the Company or the Manager with respect to the offering remarketing contemplated hereby, hereby except the obligations expressly set forth in this Remarketing Agreement, (iv) the Underwriters each Remarketing Agent 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 ManagerCompany, and (v) the Underwriters and their respective agents Remarketing Agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering remarketing contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Manager acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the 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 ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Manager, or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and or the Manager, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading 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 the ManagerCompany, or their respective stockholdersits shareholders, creditors, employees or any other party, (iiic) no Underwriter Initial Purchaser has assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Manager on other matters) and no Underwriter Initial Purchaser has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) the Underwriters Initial 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 ManagerCompany, and (ve) the Underwriters and their respective agents Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and each of the Selling Shareholders acknowledges and agrees that (ia) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerSelling Shareholders, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby Offering and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or Company, the ManagerSelling Shareholders, or its or their respective stockholdersshareholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager Selling Shareholders with respect to the offering contemplated hereby Offering or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Underwriter has any obligation to the Company or the Manager Selling Shareholders with respect to the offering contemplated hereby, Offering except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, Selling Shareholders and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby Offering and the Company and the Manager Selling Shareholders have consulted its and their own legal, accounting, regulatory and tax advisors to the extent it and they deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Debt Securities pursuant to this Agreement, including the determination of the public offering price of the Debt Securities and any related discounts and commissions, is an arm’sare arm's-length commercial transaction transactions between the Company and the ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent underwriter (except to the extent expressly set forth herein) or fiduciary of the Company or the Manager, or their respective its stockholders, creditors, employees or any other party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the any offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (iv) 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 ManagerCompany, and (v) the Underwriters and their respective agents have not no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several UnderwritersInitial Purchaser, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter the Initial Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, or their respective its stockholders, creditors, employees or any other party, (iiic) no Underwriter the Initial Purchaser has not assumed or nor will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter the Initial Purchaser has advised or is currently advising the Company or the Manager on other matters) and the Initial Purchaser has no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) the Underwriters Initial Purchaser 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 ManagerCompany, and (ve) the Underwriters and their respective agents have Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) 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 ManagerCompany, on the one hand, and the several International Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction thereto, each International Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, any of its subsidiaries, or their respective stockholdersshareholders, creditors, employees or any other party, (iiic) no International Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such International Underwriter has advised or is currently advising the Company or the Manager any of its subsidiaries on other matters) and no International Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, of the Securities except the obligations expressly set forth in this Agreement, (ivd) the International 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 ManagerCompany, and (ve) the International Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees each Guarantor acknowledge and agree that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerGuarantors, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Manager, Guarantors or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager any Guarantors with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager any Guarantor on other matters) and no Underwriter has any obligation to the Company or the Manager any Guarantor with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) 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 ManagerGuarantors, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading 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 the ManagerCompany, or their respective stockholdersits shareholders, creditors, employees or any other party, (iiic) no Underwriter Initial Purchaser has assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Manager on other matters) and no Underwriter Initial Purchaser has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) the Underwriters Initial Purchasers 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 ManagerCompany, and (ve) the Underwriters and their respective agents Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and CureVac acknowledges and agrees that (ia) 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 ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, any of its subsidiaries or their respective stockholdersshareholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, of the Securities except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, CureVac and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company and the Manager have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities Offered Shares and Warrants pursuant to this Agreement, including the determination of the public offering price of the Securities Offered Shares and Warrants and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each transaction, the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Manager, or any of their respective stockholders, members, creditors, employees or any other party, (iiic) no the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or the Manager on other matters) and no the Underwriter has any no obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) 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 ManagerCompany, and (ve) the Underwriters and their respective agents have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledges and agrees that (ia) the purchase and sale of the Securities Offered Shares sold by such party pursuant to this Agreement, including the determination of the public offering price of the Securities Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Managersuch party, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Managersuch party, or their respective its stockholders, creditorscreditors or employees, employees as applicable, or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager such party with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Underwriter has any obligation to the Company or the Manager such party with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) 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 ManagerSelling Stockholders, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have such party has consulted their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Shareholder acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-arm’s length commercial transaction between among the Company Company, the Selling Shareholder and the Manager, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Manager, Selling Shareholder or their respective stockholdersshareholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager Selling Shareholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, Selling Shareholder and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have consulted their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatehereby.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several UnderwritersUnderwriter and MLI, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each the Underwriter is and has MLI have been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, or their respective its stockholders, creditors, employees or any other party, (iiic) no neither the Underwriter nor MLI has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter or MLI has advised or is currently advising the Company or the Manager on other matters) and no neither the Underwriter nor MLI has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) the Underwriters Underwriter, MLI 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 ManagerCompany, and (ve) neither the Underwriters and their respective agents have not Underwriter nor MLI has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading 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 the ManagerCompany, or their respective its stockholders, creditors, employees or any other party, (iiic) no Underwriter Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Manager on other matters) and no Underwriter the Initial Purchaser has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) the Underwriters Initial Purchasers 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 ManagerCompany, and (ve) the Underwriters and their respective agents have not no Initial Purchaser has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees the Selling Shareholders acknowledge and agree that (ia) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the offering price Offering Price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerSelling Shareholders, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Manager, or their respective stockholdersits shareholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor favour of the Company or the Manager Selling Shareholders with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Underwriter has any obligation to the Company or the Manager Selling Shareholders with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) 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 ManagerCompany, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager Selling Shareholders have consulted their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges Partnership Parties acknowledge and agrees agree that (ia) the purchase and sale of the Securities Units pursuant to this Agreement, including the determination of the initial public offering price of the Securities Units and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerPartnership Parties, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (iib) in connection with the offering contemplated hereby of the Units and the process leading to such transaction each thereto, the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerPartnership Entities, any of its subsidiaries or their respective stockholders, creditors, employees or any other party, (iiic) no the Underwriter has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager Partnership Entities with respect to the offering contemplated hereby of the Units or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company Partnership Entities or the Manager any of their subsidiaries on other matters) and no the Underwriter has does not have any obligation to the Company or the Manager Partnership Entities with respect to the offering contemplated hereby, of the Units except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, Partnership Entities and (ve) the Underwriters and their respective agents have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Units and the Company and the Manager Partnership Entities have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities Securities, the exercise price and terms of the Securities, if any, and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, or their respective its stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) 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 ManagerCompany, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges Selling Stockholders acknowledge and agrees agree that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering purchase price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerSelling Stockholders, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Selling Stockholders or the Manager, or their its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager Selling Stockholders with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Selling Stockholders or the Manager any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Manager Selling Stockholders with respect to the offering contemplated hereby, of the Securities except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, Selling Stockholders and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company and the Manager Selling Stockholders have consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Offered Securities pursuant to this Agreement, including the determination of the initial public offering price of the Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several UnderwritersUnderwriter, on the other hand, (iib) in connection with the offering contemplated hereby of the Offered Securities and the process leading to such transaction each thereto, the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, any of its Subsidiaries or their respective stockholders, creditors, employees or any other party, (iiic) no the Underwriter has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Offered Securities or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or the Manager any of its Subsidiaries on other matters) and no the Underwriter has any no obligation to the Company or the Manager with respect to the offering contemplated hereby, of the Offered Securities except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, and (ve) the Underwriters and their respective agents have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Offered Securities and the Company and the Manager have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities Offered ADSs pursuant to this Agreement, including the determination of the initial public offering price of the Securities Offered ADSs and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Offered ADSs and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or Company, the Manager, Subsidiary or their respective stockholderssecurityholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Offered ADSs or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager Subsidiary on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, of the Offered ADSs except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Offered ADSs and the Company and the Manager have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges Fund and agrees the Adviser each acknowledge and agree that (ia) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerFund, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Fund or the ManagerAdviser, or their respective any of its stockholders, creditors, creditors or employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Fund or the Manager Adviser with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Fund or the Manager Adviser on other matters) and no Underwriter has any obligation to the Company Fund or the Manager Adviser with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) 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 Fund or the ManagerAdviser, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Fund and the Manager have Adviser has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerGuarantor, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or Company, the Manager, Guarantor or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager Guarantor with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager Guarantor on other matters) and no Underwriter has any obligation to the Company or the Manager Guarantor with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) 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 ManagerGuarantor, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager Guarantor have consulted their own legal, accounting, regulatory and tax advisors to the extent it they have deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities Depositary Shares pursuant to this Agreement, including the determination of the initial public offering price of the Securities Depositary Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Depositary Shares and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, any of its subsidiaries, or their its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Depositary Shares or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, of the Depositary Shares except the obligations expressly set forth in this Agreement, (ivd) 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 ManagerCompany, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Depositary Shares and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

No Advisory or Fiduciary Relationship. The Company acknowledges Fund and agrees the Adviser each acknowledge and agree that (ia) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerFund, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company Fund or the ManagerAdviser, or any of their respective stockholdersshareholders, creditors, creditors or employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Fund or the Manager Adviser with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Fund or the Manager Adviser on other matters) and no Underwriter has any obligation to the Company Fund or the Manager Adviser with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) 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 Fund or the ManagerAdviser, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Fund and the Manager have Adviser each has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading 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 the Manager, or their respective its stockholders, creditors, employees or any other party, (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Manager on other matters) and no Underwriter Initial Purchaser has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters Initial 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 ManagerCompany, and (v) the Underwriters and their respective agents Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges Partnership Parties acknowledge and agrees agree that (ia) the purchase and sale of the Securities Units pursuant to this Agreement, including the determination of the initial public offering price of the Securities Units and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerPartnership Parties, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Units and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerPartnership Entities, any of its subsidiaries or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager Partnership Entities with respect to the offering contemplated hereby of the Units or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Partnership Entities or the Manager any of their subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Manager Partnership Entities with respect to the offering contemplated hereby, of the Units except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, Partnership Entities and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Units and the Company and the Manager Partnership Entities have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities Offered ADSs and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Offered ADSs and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, any of its subsidiaries or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Offered ADSs or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, of the Offered ADSs except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Offered ADSs and the Company and the Manager have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Offered Securities and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, any of its Subsidiaries or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Offered Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager any of its Subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, of the Securities except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Offered Securities and the Company and the Manager have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering of the Securities contemplated hereby by this Agreement and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, or their respective its stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering of the Securities contemplated hereby by this Agreement or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering of the Securities contemplated hereby, by this Agreement except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the Securities contemplated hereby by this Agreement and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and each of the Selling Stockholders acknowledges and agrees that (ia) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company and the ManagerSelling Stockholders, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby Offering and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or Company, the ManagerSelling Stockholders, or its or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager Selling Stockholders with respect to the offering contemplated hereby Offering or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Underwriter has any obligation to the Company or the Manager Selling Stockholders with respect to the offering contemplated hereby, Offering except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, Selling Stockholders and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby Offering and the Company and the Manager Selling Stockholders have consulted its and their own legal, accounting, regulatory and tax advisors to the extent it and they deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Founders acknowledges and agrees that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerFounders, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Managerany Founder, or their its respective stockholdersshareholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager any Founder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager any Founder on other matters) and no Underwriter has any obligation to the Company or the Manager any Founder with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) 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 ManagerFounders, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have each Founder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

No Advisory or Fiduciary Relationship. The Each of the Company and its subsidiaries acknowledges and agrees that (ia) 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 ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, its subsidiaries or their respective stockholdersshareholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager its subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, of the Securities except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, its subsidiaries and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale of the Offered Securities pursuant to this Agreement, including the determination of the initial public offering price of the Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Offered Securities and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, any of its Subsidiaries or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Offered Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager any of its Subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, of the Offered Securities except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Offered Securities and the Company and the Manager have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale offering of the Securities Fixed Price Shares and the Variable Price Shares pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the Company and the ManagerCompany, on the one hand, and the Borrower and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction transaction, the Borrower and each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerCompany, or their respective its stockholders, or its creditors, employees or any other party, (iiic) no neither the Borrower or any Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such the Borrower or any Underwriter has advised or is currently advising the Company or the Manager on other matters) and no neither the Borrower or any Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, (ivd) 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 ManagerCompany, and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees the Manager acknowledge and agree that (ia) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the 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 Manager, on the one hand, and the several Underwriters, on the other hand, ; (iib) in connection with the offering contemplated hereby and the process leading to such transaction transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Manager, or their respective stockholders, creditors, employees or any other party, ; (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby, hereby except the obligations expressly set forth in this Agreement, ; (ivd) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and or the Manager, ; and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager have has consulted their its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges Partnership Parties acknowledge and agrees agree that (ia) the purchase and sale of the Securities Units pursuant to this Agreement, including the determination of the public offering price of the Securities Units and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the ManagerPartnership Parties, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby of the Units and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the ManagerPartnership Parties, any of their subsidiaries or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager Partnership Parties with respect to the offering contemplated hereby of the Units or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager Partnership Parties on other matters) and no Underwriter has any obligation to the Company or the Manager Partnership Parties with respect to the offering contemplated hereby, of the Units except the obligations expressly set forth in this Agreement, (ivd) 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 Manager, Partnership Parties and (ve) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Units and the Company and the Manager Partnership Parties have consulted their own respective legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate.