Common use of No Advisory or Fiduciary Responsibility Clause in Contracts

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (v) the several 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 Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated hereby; and (vi) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, Company and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, Company and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantors, and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction the offer and sale of the Securities as contemplated hereby and the process leading to such transactionoffer and sale, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Company or their respective its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any the offer and sale of the transactions Securities as contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose to the Company any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the (a) The Company and the Significant Guarantors acknowledges each Guarantor acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantorssuch Guarantor, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors such Guarantor are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors or any of their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors such Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors such Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors such Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and each Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Company or such Guarantor may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors Company or their respective its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Bonds pursuant to this Agreement, including the determination of the public offering price of the Securities Bonds and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors Company or their respective its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors Company or their respective its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors Company or their respective its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges Operating Partnership acknowledge and agrees agree, jointly and severally, that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsOperating Partnership, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Operating Partnership are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors Operating Partnership or their respective affiliates, stockholders, creditors creditors, limited or general partners, or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Operating Partnership with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Operating Partnership on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Operating Partnership with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Operating Partnership and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Operating Partnership have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Operating Partnership and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Operating Partnership hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Operating Partnership may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. (a) Each of the Company and the Significant Guarantors acknowledges and agrees that: hereby (i) acknowledges that the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersUnderwriters and any affiliate through which any of them may be acting, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and acknowledges that the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not the financial advisor, as agent or fiduciary of the CompanyCompany or the Guarantors, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor acknowledges that the Company’s engagement of the Company or Underwriters in connection with the Guarantors with respect to any of the transactions contemplated hereby or offering and the process leading thereto up to the offering is as independent contractors and not in any other capacity, (iv) agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether such Underwriter any of the Underwriters has advised or is currently advising the Company or any of the Guarantors on related or other matters); and (v) and neither agrees that it will not claim that the Company nor the Guarantors shall make Underwriters have rendered advisory services of any claim relating thereto; (iv) no Underwriter has any obligation nature or respect, or owe an agency, fiduciary or similar duty to the Company or any Guarantor, in connection with such transaction or the process leading thereto. Each of the Company and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; further acknowledge that (vi) the several 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 Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viii) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Underwriter acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Offered Certificates pursuant to this Agreement, including the determination of the public offering price of the Securities Offered Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsUnderwriter, on the one hand, and the several UnderwritersUnderwriter, on the other hand, and the Company and the Guarantors Underwriter are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors Underwriter or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no the Underwriter has not assumed or will not assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Underwriter with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or the Guarantors Underwriter on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or the Guarantors with respect to the offering contemplated hereby Underwriter except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Underwriter and their its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Underwriter and that the several Underwriters have Underwriter has no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Underwriter have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriter, or any of them, with respect to the subject matter hereof. The Company and the Underwriter hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Underwriter may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with respect of each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors Company or their respective its affiliates, stockholdersshareholders, creditors or employees or any other partyparty in respect of such transaction; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions respect of any transaction contemplated hereby; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each The Administrative Agent, the Collateral Agent, the Paying Agent, the Calculation Agent, the Diligence Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the Company “Lenders Parties”), may have economic interests that conflict with those of Blackstone, the Relevant Parties, their equityholders and/or their Affiliates. Blackstone and each Relevant Party agrees that nothing in the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant Loan Documents or otherwise will be deemed to this Agreementcreate an advisory, including the determination of the public offering price of the Securities and fiduciary or agency relationship or fiduciary or other implied duty between any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsLender Party, on the one hand, and the several UnderwritersBlackstone or such Relevant Party, its equityholders or its Affiliates, on the other hand, other. Blackstone and the Company Relevant Parties acknowledge and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of agree that (i) the transactions contemplated by this Agreement; the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and Blackstone and the Relevant Parties, on the other, and (ii) in connection therewith and with each transaction contemplated hereby and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iiix) no Underwriter Lender Party has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company Blackstone or the Guarantors any Relevant Party, its equityholders or its Affiliates with respect to any of the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether such Underwriter any Lender Party has advised or advised, is currently advising the Company or the Guarantors will advise Blackstone, any Relevant Party, its equityholders or its Affiliates on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company Blackstone or the Guarantors with respect to the offering contemplated hereby any Relevant Party except the obligations expressly set forth in this Agreement; the Loan Documents and (vy) each Lender Party is acting solely as principal and not as the several 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 Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency agent or fiduciary relationship in connection with the transactions contemplated hereby; of Blackstone or any Relevant Party, its management, equityholders, creditors or any other Person. Blackstone and (vi) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby each Relevant Party acknowledges and the Company agrees that it has consulted its own legal and the Guarantors have consulted their own legal, accounting, regulatory and tax financial advisors to the extent they it deemed appropriateappropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Blackstone and each Relevant Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Blackstone or such Relevant Party, in connection with such transaction or the process leading thereto.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Selling Stockholders acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsSelling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Selling Stockholders are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors Selling Stockholders or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Selling Stockholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Selling Stockholders on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Selling Stockholders and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Selling Stockholders and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Selling Stockholders hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Selling Stockholders may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Selling Stockholders acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsSelling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Selling Stockholders are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors Selling Stockholders or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Selling Stockholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Selling Stockholders on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Selling Stockholders and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Selling Stockholders and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Selling Stockholders hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Selling Stockholders may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges each Guarantor acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantorseach Guarantor, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors each Guarantor are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or any of their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors any Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors any Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter Initial Purchaser has any obligation to the Company or the Guarantors any Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and each Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Company or any Guarantor may have against the several Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Initial Guarantor acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsInitial Guarantor, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors Initial Guarantor are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Initial Guarantor or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or the Guarantors Initial Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors Initial Guarantor on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby Initial Guarantor except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Initial Guarantor and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Initial Guarantor have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Initial Guarantor and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Initial Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Initial Guarantor may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors each Initial Guarantor acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Initial Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Initial Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Initial Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or the Initial Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Initial Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Initial Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Initial Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Initial Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Initial Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Initial Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Initial Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Initial Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Initial Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Initial Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Initial Guarantors or their respective affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Initial Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Initial Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Initial Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Initial Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Initial Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Initial Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter of this Section 19. The Company and the Initial Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Initial Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty with respect to the transactions contemplated by this Agreement.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, Company and the Guarantors or their respective affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior agreements, understandings and negotiations (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company The Issuer and the Significant Guarantors acknowledges Guarantor acknowledge and agrees that: agree that (i) the purchase and sale issuance of the Securities and Securities Guarantees by the Underwriters pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the Company Issuer and the GuarantorsGuarantor, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection therewith and with each transaction 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 financial advisor, agent or fiduciary of the CompanyIssuer or the Guarantor, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company Issuer or the Guarantors Guarantor with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Issuer on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company Issuer or the Guarantors with respect to the offering contemplated hereby Guarantor except the obligations expressly set forth in this Agreement; , (iv) the Issuer and the Guarantor have consulted their own legal and financial advisors to the extent they deemed appropriate and (v) the several 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 Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated hereby; and (vi) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Issuer and the Guarantors Guarantor have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Issuer and the Guarantor agree that they will not claim that any Underwriter has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Issuer or the Guarantor, in connection with such transaction or the process leading thereto. This Agreement supersedes all prior agreements and understandings (whether written or oral) among the Issuer, the Guarantor and the several Underwriters, or any of them, with respect to the subject matter hereof.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company The Issuer and the Significant Guarantors each Guarantor acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Issuer and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company Issuer and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, Issuer and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or Issuer and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or Issuer and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or Issuer and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Issuer and the Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company Issuer and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Issuer and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Issuer and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges Guarantor acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsGuarantor, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Guarantor are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, Company or the Guarantors Guarantor or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantor and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Guarantor have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantor and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Company or the Guarantor may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the (a) The Company and the Significant Guarantors acknowledges each Notes Guarantor acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantorseach Notes Guarantor, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors each Notes Guarantor are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Notes Guarantors or any of their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors any Notes Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors any Notes Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors any Notes Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Notes Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Notes Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Notes Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and each Notes Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Company or any Notes Guarantor may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company Issuers and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Issuers and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company Issuers and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, Issuers and the Guarantors or their respective affiliates, stockholdersequityholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or Issuers and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or Issuers and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or Issuers and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Issuers and the Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company Issuers and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Issuers and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Issuers and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges Selling Shareholders acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantorseach Selling Shareholder, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are each Selling Shareholder is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the CompanyCompany or its Subsidiaries, the Guarantors or their respective affiliates, stockholders, creditors or employees employees, the Selling Shareholders, or any other party; (iii) no Underwriter has assumed or assumed, and will assume not assume, an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors any Selling Shareholder with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors any Selling Shareholder on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors any Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters each Underwriter and their its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Selling Shareholders and that the several Underwriters have no Underwriter has any obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters 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 Guarantors have each Selling Shareholder has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Selling Shareholders, on one hand, and the Underwriters, on the other hand, with respect to the subject matter hereof. The Company and each Selling Shareholder hereby waives and releases, to the fullest extent permitted by law, any claims that the Company or such Selling Shareholder may have against any Underwriter with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Initial Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Initial Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Initial Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Initial Guarantors or their respective affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Initial Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Initial Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Initial Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Initial Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Initial Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Initial Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter of this Section 20. The Company and the Initial Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Initial Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty with respect to the transactions contemplated by this Agreement.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Guarantor acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsGuarantor, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Guarantor are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors Guarantor or their respective affiliates, stockholdersshareholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantor and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Guarantor have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantor and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantor may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty with respect to the transactions contemplated by this Agreement.

No Advisory or Fiduciary Responsibility. Each of the Company Issuers and each of the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Issuers and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company Issuers and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of any of the Company, Issuers or the Guarantors or their respective affiliatesAffiliates, stockholdersequityholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or Issuers and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or Issuers and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or Issuers and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Issuers and the Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company Issuers and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuers, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Issuers and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Issuers and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the (a) The Company and the Significant Guarantors acknowledges each Notes Guarantor acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantorseach Notes Guarantor, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are each Notes Guarantor is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Notes Guarantors or any of their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors any Notes Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors any Notes Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors any Notes Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Notes Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Notes Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Notes Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and each Notes Guarantor hereby waives and releases, to the fullest extent permitted by law, any claims that the Company or any Notes Guarantor may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges Operating Partnership acknowledge and agrees agree, jointly and severally, that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissionsdiscounts, is an arm’s-length commercial transaction between the Company and the GuarantorsOperating Partnership, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Operating Partnership are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors Operating Partnership or their respective affiliates, stockholders, creditors creditors, limited or general partners, or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Operating Partnership with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Operating Partnership on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Operating Partnership with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Operating Partnership and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Operating Partnership have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Operating Partnership and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Operating Partnership hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Operating Partnership may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors Parent Guarantor acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsParent Guarantor, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Parent Guarantor are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, and the Guarantors Parent Guarantor or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors Parent Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or and the Guarantors Parent Guarantor on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby Parent Guarantor except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Parent Guarantor, and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors Parent Guarantor have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Parent Guarantor and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Parent Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Parent Guarantor may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholdersshareholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or either of the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors either Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty with respect to the transactions contemplated by this Agreement.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges each Guarantor acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantorssuch Guarantor, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors such Guarantor are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors or any of their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors such Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors such Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors such Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and each Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Company or such Guarantor may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Selling Stockholders acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsSelling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Selling Stockholders are capable of evaluating and understanding understanding, and understand and accept accept, the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Selling Stockholders or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Selling Stockholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Selling Stockholders on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Selling Stockholders and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Selling Stockholders and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Selling Stockholders hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Selling Stockholders may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty with respect to the transactions contemplated by this Agreement.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors each Subsidiary Guarantor acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantorseach Subsidiary Guarantor, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are each Subsidiary Guarantor is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction the offer and sale of the Securities as contemplated hereby and the process leading to such transactionoffer and sale, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Company or their respective its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors any Subsidiary Guarantor with respect to any the offer and sale of the transactions Securities as contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors any Subsidiary Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Subsidiary Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose to the Company or the Subsidiary Guarantors any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have each Subsidiary Guarantor has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Subsidiary Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and each Subsidiary Guarantor hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty in connection with the purchase and sale of the Securities pursuant to this Agreement.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and the Guarantors or their respective affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges Guarantor acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsGuarantor, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors Guarantor are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, Company or the Guarantors Guarantor or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter Initial Purchaser has any obligation to the Company or the Guarantors Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantor and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Guarantor have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantor and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Company or the Guarantor may have against the several Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company The Issuer and the Significant Guarantors acknowledges each Guarantor acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Issuer and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company Issuer and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, Issuer and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or Issuer and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or Issuer and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or Issuer and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Issuer and the Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company Issuer and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Issuer and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Issuer and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors First Horizon Home Loan Corporation acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Certificates pursuant to this Agreement and any Terms Agreement, including the determination of the public offering price of the Securities Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsFirst Horizon Home Loan Corporation, on the one hand, and the several Underwriters, on the other hand, and each of the Company and the Guarantors are First Horizon Home Loan Corporation is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement and any Terms Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors First Horizon Home Loan Corporation or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors First Horizon Home Loan Corporation with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors First Horizon Home Loan Corporation on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors First Horizon Home Loan Corporation with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement and any Terms Agreement; (viv) the several 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 Guarantors First Horizon Home Loan Corporation and that the several Underwriters have each Underwriter has no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Guarantors have First Horizon Home Loan Corporation has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Offered Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated hereby; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Responsibility. Each of the (a) The Company and the Significant Guarantors acknowledges each Guarantor acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantorssuch Guarantor, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors such Guarantor are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors or any of their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors such Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors such Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors such Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and each Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Company or such Guarantor may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company The Issuers and the Significant Guarantors acknowledges each Guarantor acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Issuers and the Guarantorssuch Guarantor, on the one hand, and the several Underwriters, on the other hand, and the Company Issuers and the Guarantors such Guarantor are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the CompanyIssuers, the Guarantors or any of their respective affiliates, partners, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company Issuers or the Guarantors such Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Issuers or the Guarantors such Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company Issuers or the Guarantors such Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Issuers and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Issuers and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuers, the Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Issuers and each Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Issuers or such Guarantor may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company Issuers and the Significant Guarantors Escrow Guarantor acknowledges and agrees and, upon execution and delivery of the Joinder Agreement, each of the Surviving Issuers and each Guarantor will acknowledge and agree that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the CompanyIssuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (v) the several 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 Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (vi) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby Offering, and the Company Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors, on the one hand, and the several Initial Purchasers, or any of them, on the other hand with respect to the Offering. The Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Issuers, the Escrow Guarantor, the Surviving Issuers or the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty in connection with the purchase and sale of the Securities pursuant to this Agreement.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty with respect to the subject matter hereof.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors each Guarantor acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors any Guarantor or any of their respective affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or the Guarantors any Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors any Guarantor on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or the Guarantors with respect to the offering contemplated hereby any Guarantor except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Selling Stockholders acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees securities pursuant to this Agreement, including the determination of the public offering price of the Securities Common Stock and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsSelling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Selling Stockholders are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors Selling Stockholders or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Selling Stockholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Selling Stockholders on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Selling Stockholders and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. Except as set forth in Section 19, this Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Selling Stockholders and the several Underwriters, or any of them, with respect to the subject matter hereof (except for agreements relating to expenses paid by the Company on behalf of the Selling Stockholders). The Company and the Selling Stockholders hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Selling Stockholders may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges Selling Stockholders acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees Common Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Common Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsSelling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Selling Stockholders are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors Selling Stockholders or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Selling Stockholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Selling Stockholders on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Selling Stockholders and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Selling Stockholders and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Selling Stockholders hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Selling Stockholders may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors each Guarantor acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty with respect to the subject matter hereof.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions transaction contemplated by this Agreement; (ii) in connection with each the transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions transaction contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price prices of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the CompanyCompany and the Guarantors, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors any Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors any Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter Initial Purchaser has any obligation to the Company or the Guarantors any Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) among the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. Each of the Company and the Guarantors hereby waives and releases, to the fullest extent permitted by law, any claims that the Company or any Guarantor may have against the several Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) it is a sophisticated business enterprise with competent internal financial advisors and legal counsel, and the purchase and sale Company has retained the Placement Agents for the limited purposes set forth in this Agreement; (ii) the placement of the Securities and Securities Guarantees Shares 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 GuarantorsCompany, on the one hand, and the several UnderwritersPlacement Agents, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this the Agreement; (iiiii) in connection with each transaction contemplated hereby and the process leading to such transaction, each Underwriter of the Placement Agents is and has been acting solely as a principal and is not the financial advisor, agent advisor or fiduciary of the CompanyCompany or its respective officers, the Guarantors or their respective directors, partners, affiliates, stockholders, creditors or employees or any other party; (iiiiv) no Underwriter has the Placement Agents have not assumed or nor will they assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter either of the Placement Agents or Lazard Freres & Co. LLC has advised or is currently advising the Company or the Guarantors on other matters) and neither of the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter Placement Agents has any an obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (v) the several Underwriters Placement Agents and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters Placement Agents have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency advisory or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (vi) the Underwriters Placement Agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, on the one hand, and the Placement Agents and Lazard Freres & Co. LLC, on the other, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agents with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, Company or the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company or the Guarantors may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company Issuers and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Issuers and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company Issuers and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the CompanyIssuers, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company Issuers or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company Issuers or the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company Issuers or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Issuers and the Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Issuers and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuers, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Issuers and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Issuers and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Selling Stockholder acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsSelling Stockholder, on the one hand, and the several Underwriters, on the other hand, and each of the Company and the Guarantors are Selling Stockholder is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors Selling Stockholder or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Selling Stockholder with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Selling Stockholder on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Selling Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Selling Stockholder and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Selling Stockholder have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Selling Stockholder and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Selling Stockholder hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Selling Stockholder may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors First Horizon Home Loan Corporation acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Certificates pursuant to this Agreement and any Terms Agreement, including the determination of the public offering price of the Securities Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsFirst Horizon Home Loan Corporation, on the one hand, and the several Underwriters, on the other hand, and each of the Company and the Guarantors are First Horizon Home Loan Corporation is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement and any Terms Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors First Horizon Home Loan Corporation or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors First Horizon Home Loan Corporation with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors First Horizon Home Loan Corporation on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors First Horizon Home Loan Corporation with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement and any Terms Agreement; (viv) the several 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 Guarantors First Horizon Home Loan Corporation and that the several Underwriters have each Underwriter has no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Guarantors have First Horizon Home Loan Corporation has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among First Horizon Home Loan Corporation, the Company and you. Very truly yours, FIRST HORIZON ASSET SECURITIES INC. By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED By: Name: Title: FIRST HORIZON HOME LOAN CORPORATION By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President dated [ ], 200[ ] among the Company, First Horizon Home Loan Corporation and the Underwriter) First Horizon Asset Securities Inc. [ ] 4000 Horizon Way [Date] ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Each of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. [and ___________] (the “Underwriters”) severally agrees, subject to the terms and provisions herein and of the captioned Underwriting Agreement (the “Underwriting Agreement”), to purchase such Classes of Series ____-__ Certificates specified in Section 2(a) hereof (the “Offered Certificates”). This letter supplements and modifies the Underwriting Agreement solely as it relates to the purchase and sale of the Offered Certificates described below. The Series ____-__ Certificates are registered with the Securities and Exchange Commission by means of an effective Registration Statement (No. 333-___). [A Preliminary Prospectus, dated ______ __, ___, has been prepared by the Company.] Capitalized terms used and not defined herein have the meanings given them in the Underwriting Agreement.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Selling Stockholders acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsSelling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Selling Stockholders are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors Selling Stockholders or their respective affiliates, stockholders, equity holders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Selling Stockholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Selling Stockholders on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Selling Stockholders and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company and the Selling Stockholders hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Selling Stockholders may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Subsidiary Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Subsidiary Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Subsidiary Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Subsidiary Guarantors or their respective affiliates, stockholdersshareholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Subsidiary Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Subsidiary Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Subsidiary Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Subsidiary Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Subsidiary Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Subsidiary Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Subsidiary Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Subsidiary Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and, assuming the accuracy of the representations and warranties of the Initial Purchasers and the fulfillment by them of their obligations, accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors First Tennessee Bank National Association acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Notes pursuant to this Agreement and any Terms 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 GuarantorsFirst Tennessee Bank National Association, on the one hand, and the several Underwriters, on the other hand, and each of the Company and the Guarantors are First Tennessee Bank National Association is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement and any Terms Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors First Tennessee Bank National Association or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors First Tennessee Bank National Association with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors First Tennessee Bank National Association on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors First Tennessee Bank National Association with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement and any Terms Agreement; (viv) the several 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 Guarantors First Tennessee Bank National Association and that the several Underwriters have each Underwriter has no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Guarantors have First Tennessee Bank National Association has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, First Tennessee Bank National Association and the Underwriters, with respect to the subject matter hereof. Each of the Company and First Tennessee Bank National Association hereby waives and releases, to the fullest extent permitted by law, any claims that the Company or First Tennessee Bank National Association may have against each Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among Tennessee Bank National Association, the Company and you. Very truly yours, FIRST HORIZON ASSET SECURITIES INC. By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. FIRST TENNESSEE BANK NATIONAL ASSOCIATION By: Name: Title: FTN FINANCIAL CAPITAL MARKETS By: Name: Title: TERMS AGREEMENT (to Underwriting Agreement, dated March 27, 2006 among the Company, First Tennessee Bank National Association and the Underwriter) First Horizon Asset Securities Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Memphis, Tennessee [Date] Each of FTN Financial Capital Markets [and ___________] (the “Underwriters”) severally agrees, subject to the terms and provisions herein and of the captioned Underwriting Agreement (the “Underwriting Agreement”), to purchase such Classes of Series ____-__ Notes specified in Section 2(a) hereof (the “Offered Notes”). This letter supplements and modifies the Underwriting Agreement solely as it relates to the purchase and sale of the Offered Notes described below. The Series ____-__ Notes are registered with the Securities and Exchange Commission by means of an effective Registration Statement (No. 333-___). [A Preliminary Prospectus, dated ______ __, ___, has been prepared by the Company.] Capitalized terms used and not defined herein have the meanings given them in the Underwriting Agreement.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors First Horizon Home Loan Corporation acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Certificates pursuant to this Agreement and any Terms Agreement, including the determination of the public offering price of the Securities Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsFirst Horizon Home Loan Corporation, on the one hand, and the several Underwriters, on the other hand, and each of the Company and the Guarantors are First Horizon Home Loan Corporation is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement and any Terms Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors First Horizon Home Loan Corporation or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors First Horizon Home Loan Corporation with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors First Horizon Home Loan Corporation on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors First Horizon Home Loan Corporation with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement and any Terms Agreement; (viv) the several 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 Guarantors First Horizon Home Loan Corporation and that the several Underwriters have each Underwriter has no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Guarantors have First Horizon Home Loan Corporation has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, First Horizon Home Loan Corporation and the Underwriters, with respect to the subject matter hereof. Each of the Company and First Horizon Home Loan Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Company or First Horizon Home Loan Corporation may have against each Underwriter with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, Company and the Guarantors or their respective affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement, together with the Joinder Agreement, supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty. Notwithstanding the foregoing, this Agreement shall not supersede in any respect that certain Amended and Restated Commitment Letter dated as of October 23, 2012 (the “Commitment Letter”) between the lenders party thereto and the Company (it being understood that the securities being sold hereunder will constitute Securities as referenced in the Commitment Letter and issuance thereof will, pursuant to the terms of the Commitment Letter, reduce commitments thereunder).

No Advisory or Fiduciary Responsibility. Each of the Company (a) The Issuers and the Significant Guarantors acknowledges each Guarantor acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Issuers and the Guarantorssuch Guarantor, on the one hand, and the several Underwriters, on the other hand, and the Company Issuers and the Guarantors such Guarantor are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the CompanyIssuers, the Guarantors or any of their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company Issuers or the Guarantors such Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Issuers or the Guarantors such Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company Issuers or the Guarantors such Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Issuers and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Issuers and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuers, the Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Issuers and each Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Issuers or such Guarantor may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or the Guarantors any Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors any Guarantor on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company Issuers and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Issuers and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company Issuers and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the CompanyIssuers, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or Issuers and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or Issuers and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or Issuers and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Issuers and the Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company Issuers and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Issuers and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Initial Purchasers are required to obtain, verify and record information that identifies their respective clients, including the Parent and its subsidiaries, which information may include the name and address of their respective clients, as well as other information that will allow the Initial Purchasers to properly identify their respective clients.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other partyaffiliated party of the Company or the Guarantors; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter Initial Purchaser has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty with respect to the offering contemplated hereby. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, C▇▇▇▇▇ US, INC. By /s/ T▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer C▇▇▇▇▇ INDUSTRIES, LTD. By /s/ T▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer C▇▇▇▇▇ B-LINE, INC. By /s/ S▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Treasurer C▇▇▇▇▇ BUSSMANN, INC. By /s/ A▇▇▇ ▇. ▇▇▇▇ Title: Treasurer C▇▇▇▇▇ C▇▇▇▇▇-▇▇▇▇▇, LLC By /s/ A▇▇▇ ▇. ▇▇▇▇ Title: Treasurer C▇▇▇▇▇ LIGHTING, INC. By /s/ A▇▇▇ ▇. ▇▇▇▇ Title: Treasurer C▇▇▇▇▇ POWER SYSTEMS, INC. By /s/ A▇▇▇ ▇. ▇▇▇▇ Title: Treasurer C▇▇▇▇▇ WIRING DEVICES, INC. By /s/ A▇▇▇ ▇. ▇▇▇▇ Title: Treasurer Accepted: November 3, 2▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. For themselves and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. By: CITIGROUP GLOBAL MARKETS INC. By: /s/ (illegible) Banc of America Securities LLC $ 110,500,000 Citigroup Global Markets Inc. 110,500,000 Deutsche Bank Securities Inc. 13,000,000 Greenwich Capital Markets, Inc. 13,000,000 J.▇. ▇▇▇▇▇▇ Securities Inc. 13,000,000 L▇▇▇▇▇ Brothers Inc. 13,000,000 PNC Capital Markets, Inc. 13,000,000 UBS Securities LLC 13,000,000 Wachovia Securities, LLC 13,000,000 W▇▇▇▇▇▇▇ Capital Group, L.P. 13,000,000 TOTAL $ 325,000,000 C▇▇▇▇▇ B-Line, Inc. C▇▇▇▇▇ Bussmann, Inc. Cooper C▇▇▇▇▇-▇▇▇▇▇, LLC C▇▇▇▇▇ Lighting, Inc. Cooper Power Systems, Inc. C▇▇▇▇▇ Wiring Devices, Inc. In connection with offers and sales of Securities or the Guarantees outside the United States: (a) Each Initial Purchaser acknowledges that neither the Securities nor the Guarantees have been registered under the Securities Act or may be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act. (b) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) Such Initial Purchaser has offered and sold the Securities and the Guarantees, and will offer and sell the Securities and the Guarantees, (A) as part of their distribution at any time and (B) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Guarantees and the Closing Date, only in accordance with Regulation S under the Securities Act (“Regulation S”) or Rule 144A or any other available exemption from registration under the Securities Act. (ii) None of such Initial Purchaser or any of its affiliates or any other person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities or the Guarantees, and all such persons have complied and will comply with the offering restrictions requirement of Regulation S. (iii) At or prior to the confirmation of sale of any Securities or the Guarantees sold in reliance on Regulation S, such Initial Purchaser will have sent to each distributor, dealer or other person receiving a selling concession, fee or other remuneration that purchases Securities or the Guarantees from it during the distribution compliance period a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities and the date of original issuance of the Securities, except in accordance with Regulation S or Rule 144A or any other available exemption from registration under the Securities Act. Terms used above have the meanings given to them by Regulation S.” (iv) Such Initial Purchaser has not and will not enter into any contractual arrangement with any distributor with respect to the distribution of the Securities or the Guarantees, except with its affiliates or with the prior written consent of the Company and the Guarantors. Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S. (c) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it has not offered or sold and prior to the date six months after the Closing Date will not offer or sell any Securities or the Guarantees to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the United Kingdom Public Offers of Securities Regulations 1995 (as amended); (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the United Kingdom Financial Services and Markets A▇▇ ▇▇▇▇ (the “FSMA”)) received by it in connection with the issue or sale of any Securities of the Guarantees in circumstances in which Section 21(1) of the FSMA does not apply to the Company or the Guarantor; and (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities or the Guarantees in, from or otherwise involving the United Kingdom. (d) Each Initial Purchaser acknowledges that no action has been or will be taken by the Company and the Guarantors that would permit a public offering of the Securities or the Guarantees, or possession or distribution of the Preliminary Offering Memorandum, the Offering Memorandum or any other offering or publicity material relating to the Securities or the Guarantees, in any country or jurisdiction where action for that purpose is required. Squire, S▇▇▇▇▇▇ & D▇▇▇▇▇▇, L.L.P. shall have furnished to the Initial Purchasers their written opinion, as counsel to the Company and the Subsidiary Guarantors, addressed to the Initial Purchasers and dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers, substantially to the effect set forth below: (a) The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware. (b) The Company and each of the Subsidiary Guarantors have the corporate right, power and authority to execute and deliver each of the Transaction Documents to which they are a party and to perform their respective obligations under each such Transaction Document. (c) The Indenture has been duly authorized, executed and delivered by the Company and each of the Subsidiary Guarantors and constitutes a valid and legally binding agreement of the Company and the Guarantors enforceable against the Company and the Guarantors in accordance with its terms, and the Indenture conforms in all material respects with the requirements of the Trust Indenture Act and the rules and regulations of the Commission applicable to an indenture that is qualified under the Trust Indenture Act. (d) The Securities have been duly authorized and executed by the Company for issuance and sale to the Initial Purchasers pursuant to the Purchase Agreement and, when duly authenticated as provided in the Indenture and delivered and paid for as provided in the Purchase Agreement, the Securities will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, and will be entitled to the benefits of the Indenture. (e) The Guarantees of the Securities by the Subsidiary Guarantors have been duly authorized by each of the Subsidiary Guarantors and, when the Securities have been duly executed, authenticated and issued as provided in the Indenture and delivered and paid for as provided in the Purchase Agreement, the Guarantees will be valid and legally binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, and will be entitled to the benefits of the Indenture. (f) The Exchange Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as contemplated by the Registration Rights Agreement and pursuant to the Indenture, the Exchange Securities will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, and will be entitled to the benefits of the Indenture. (g) The Guarantees of the Exchange Securities by the Subsidiary Guarantors have been duly authorized by each of the Subsidiary Guarantors and, when the Exchange Securities have been duly executed, authenticated, issued and delivered as contemplated by the Registration Rights Agreement and pursuant to the Indenture, the Guarantees of the Exchange Securities will be valid and legally binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, and will be entitled to the benefits of the Indenture. (h) The Purchase Agreement has been duly authorized, executed and delivered by the Company and the Subsidiary Guarantors. (i) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and each of the Subsidiary Guarantors and constitutes a valid and legally binding agreement of the Company and the Guarantors enforceable against the Company and the Guarantors in accordance with its terms, except that rights to indemnity and contribution under the Registration Rights Agreement may be limited by applicable law and public policy. (j) Each Transaction Document conforms in all material respects to the applicable description contained in the Offering Memorandum. (k) No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and the Guarantors of each of the Transaction Documents to which each is a party, the issuance and sale of the Securities and the Guarantees and compliance by the Company and the Guarantors with the terms of such Transaction Documents and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, orders and registrations or qualifications as may be required (i) under applicable state securities laws in connection with the purchase and resale of the Securities and the related Guarantees by the Initial Purchasers and (ii) with respect to the Exchange Securities and the related Guarantees under the Securities Act and applicable state securities laws as contemplated by the Registration Rights Agreement. (1) The descriptions in the Offering Memorandum of statutes, legal, governmental and regulatory proceedings and contracts and other documents are accurate in all material respects, and the statements in the Offering Memorandum under the heading “Certain Tax Consequences,” to the extent that they constitute summaries of matters of law or regulation or legal conclusions, fairly summarize the matters described in all material respects.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction the offer and sale of the Securities as contemplated hereby and the process leading to such transactionoffer and sale, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Company or their respective its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any the offer and sale of the transactions Securities as contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose to the Company any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof (including without limitation the bought deal letter, dated June 18, 2014, among the Company and the Representatives). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, Company and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or and the Guarantors on other 29 matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantors, and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Selling Shareholders acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsSelling Shareholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Selling Shareholders are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors Selling Shareholders or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Selling Shareholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Selling Shareholders on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Selling Shareholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Selling Shareholders and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Selling Shareholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Selling Shareholders on the one hand and the several Underwriters on the other hand, or any of them, with respect to the subject matter hereof. The Company and the Selling Shareholders hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Selling Shareholders may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors each Guarantor acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, WEST/293596792 with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Ventas Entities acknowledges and agrees on its behalf and on behalf of the Guarantors that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsVentas Entities, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Ventas Entities are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby the Underwriters are and the process leading to such transaction, each Underwriter is and has have been acting solely as a principal principals and is are not the financial advisor, agent agents or fiduciary fiduciaries of the Company, the Guarantors Ventas Entities or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has the Underwriters have not assumed or and will not assume an advisory, agency advisory or fiduciary responsibility in favor of the Company Ventas Entities or any of the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has the Underwriters have advised or is are currently advising the Company Ventas Entities or any of the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company Ventas Entities or any of the Guarantors with respect to the offering contemplated hereby such transactions except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Ventas Entities and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyGuarantors; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Ventas Entities and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Ventas Entities, the Guarantors and the Underwriters, or any of them, with respect to the subject matter hereof. The Ventas Entities hereby waive and release, to the fullest extent permitted by law, any claims that the Ventas Entities and the Guarantors may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty in connection with the transactions contemplated hereby.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant NN Guarantors and, upon execution and delivery of the Joinder Agreement, the PEP Guarantors, acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 among the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) among the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsGuarantor, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the purchase and sale of the Securities. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Selling Shareholders acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsSelling Shareholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Selling Shareholders are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors Selling Shareholders or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Selling Shareholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Selling Shareholders on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Selling Shareholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Selling Shareholders and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Selling Shareholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Selling Shareholders on the one hand and the several Underwriters on the other hand, or any of them, with respect to the subject matter hereof. The Company and the Selling Shareholders hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Selling Shareholders may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Guarantor acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsGuarantor, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors Guarantor are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Guarantor or their respective affiliates, stockholdersshareholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter Initial Purchaser has any obligation to the Company or the Guarantors Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantor and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Guarantor have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantor and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantor may have against the several Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty with respect to the transactions contemplated by this Agreement.

No Advisory or Fiduciary Responsibility. Each The Company and each of the Company Guarantors acknowledge and the Significant Guarantors acknowledges and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantors, and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company and each of the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and any Guarantor may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors First Horizon Home Loan Corporation acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Certificates pursuant to this Agreement and any Terms Agreement, including the determination of the public offering price of the Securities Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsFirst Horizon Home Loan Corporation, on the one hand, and the several Underwriters, on the other hand, and each of the Company and the Guarantors are First Horizon Home Loan Corporation is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement and any Terms Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors First Horizon Home Loan Corporation or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors First Horizon Home Loan Corporation with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors First Horizon Home Loan Corporation on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors First Horizon Home Loan Corporation with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement and any Terms Agreement; (viv) the several 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 Guarantors First Horizon Home Loan Corporation and that the several Underwriters have each Underwriter has no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Guarantors have First Horizon Home Loan Corporation has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, First Horizon Home Loan Corporation and the Underwriters, with respect to the subject matter hereof. Each of the Company and First Horizon Home Loan Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Company or First Horizon Home Loan Corporation may have against each Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among First Horizon Home Loan Corporation, the Company and you. Very truly yours, FIRST HORIZON ASSET SECURITIES INC. By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: Name: Title: FIRST HORIZON HOME LOAN CORPORATION By: Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Vice President TERMS AGREEMENT (to Underwriting Agreement, dated [ ] [ ], 200_ among the Company, First Horizon Home Loan Corporation and the Underwriter) First Horizon Asset Securities Inc. [New York, New York] ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ [Date] ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Each of __________ [and ] (the “Underwriters”) severally agrees, subject to the terms and provisions herein and of the captioned Underwriting Agreement (the “Underwriting Agreement”), to purchase such Classes of Series ______-___ Certificates specified in Section 2(a) hereof (the “Offered Certificates”). This letter supplements and modifies the Underwriting Agreement solely as it relates to the purchase and sale of the Offered Certificates described below. The Series ____-__ Certificates are registered with the Securities and Exchange Commission by means of an effective Registration Statement (No. 333-___). [A Preliminary Prospectus, dated ______ __, ___, has been prepared by the Company.] Capitalized terms used and not defined herein have the meanings given them in the Underwriting Agreement.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Ventas Entities acknowledges and agrees on its behalf and on behalf of the Guarantors that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsVentas Entities, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Ventas Entities are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby the Underwriters are and the process leading to such transaction, each Underwriter is and has have been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Ventas Entities or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has the Underwriters have not assumed or and will not assume an advisory, agency advisory or fiduciary responsibility in favor of the Company Ventas Entities or any of the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has the Underwriters have advised or is are currently advising the Company Ventas Entities or any of the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company Ventas Entities or any of the Guarantors with respect to the offering contemplated hereby such transactions except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Ventas Entities and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyGuarantors; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Ventas Entities and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Ventas Entities, the Guarantors and the Underwriters, or any of them, with respect to the subject matter hereof. The Ventas Entities hereby waive and release, to the fullest extent permitted by law, any claims that Ventas and the Guarantors may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty in connection with the transactions contemplated hereby.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors each Guarantor acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees 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 Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction 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 financial advisor, agent or fiduciary of the Company, the Guarantors any Guarantor or any of their respective affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or the Guarantors any Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors any Guarantor on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or the Guarantors with respect to the offering contemplated hereby any Guarantor except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges each Notes Guarantor acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees 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 GuarantorsNotes Guarantor, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are Notes Guarantor is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, Company and the Guarantors Notes Guarantor or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or and the Guarantors Notes Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors Notes Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter Initial Purchaser has any obligation to the Company or the Guarantors Notes Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several 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 Guarantors Notes Guarantor and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Notes Guarantor have consulted their own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) among the Company, the Notes Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Notes Guarantors hereby waive and release, to the fullest extent permitted by law, any claims in connection with issue and sale of the Notes that the Company and the Notes Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty.