Common use of No Fiduciary Duty Clause in Contracts

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company in connection with this offering, the sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the offering contemplated hereby except contrary, the obligations expressly set forth Company acknowledges that the Underwriters may have financial interests in this Agreement; (iv) the several Underwriters success of the Offering that are not limited to the difference between the price to the public and their respective affiliates the purchase price paid to the Company for the shares and such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company Company, and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereoffor any benefit they may derive from such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of its shareholders, managers, employees or creditors.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the several Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 dutyduty in conjunction with any of the transactions contemplated hereby or the process leading thereto.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company Each Enterprise Party hereby acknowledges and agrees that: (i) that each Underwriter is acting solely as an underwriter in connection with the purchase and sale of the Notes Securities. Each Enterprise Party further acknowledges that each Underwriter is acting pursuant to a contractual relationship created solely by this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is Agreement entered into on an arm’s-length commercial transaction between basis and in no event do the Companyparties intend that each Underwriter acts or be responsible as a fiduciary to any of the Partnership Entities, on their management, unitholders, creditors or any other person in connection with any activity that each Underwriter may undertake or have undertaken in furtherance of the one handpurchase and sale of the Securities, and either before or after the several Underwritersdate hereof. Each Underwriter hereby expressly disclaims any fiduciary or similar obligations to any of the Partnership Entities, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of either in connection with the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby Agreement or any matters leading up to such transactions, and the process leading Enterprise Parties hereby confirm their understanding and agreement to such transaction that effect. The Enterprise Parties and the Underwriters agree that they are each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to any of the transactions contemplated hereby Partnership Entities regarding such transactions, including but not limited to any opinions or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company views with respect to the offering contemplated hereby except price or market for the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those Securities, do not constitute advice or recommendations to any of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatePartnership Entities. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company Each Enterprise Party hereby waives and releases, to the fullest extent permitted by law, any claims that the Company any Enterprise Party may have against the several Underwriters each Underwriter with respect to any breach or alleged breach of agency any fiduciary or fiduciary dutysimilar duty to any of the Partnership Entities in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter and shall not be on behalf of the Company or any other person. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 dutyduty with respect to the transactions contemplated hereby or the process leading thereto.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-arm’s length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company Parent Guarantor and the Issuer each acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyParent Guarantor and the Issuer, on the one hand, and the several Underwriters, on the other hand, and the Company Parent Guarantor and the Issuer is each capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company Parent Guarantor or its the Issuer or their 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 Parent Guarantor or the Issuer 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 Parent Guarantor or the Issuer on other matters) and no Underwriter has any obligation to the Company Parent Guarantor or the Issuer with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 Parent Guarantor and the Issuer and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and Parent Guarantor and the Company Issuer has consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between among the Company Parent Guarantor, the Issuer and the several Underwriters Underwriters, or any of them, with respect to the subject matter hereof. The Company Parent Guarantor and the Issuer each hereby waives and releases, jointly and severally, to the fullest extent permitted by law, any claims that the Company Parent Guarantor or the Issuer may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company Each of the Transaction Entities acknowledges and agrees thatthat in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between any Transaction Entity and any other person, on the one hand, and the Underwriters, on the other, exists in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Notes Company’s securities, either before or after the date hereof; (ii) the Underwriters are not acting as advisors, expert or otherwise, to any of the Transaction Entities, including, without limitation, with respect to the determination of the public offering price of the Stock, and the purchase and sale of the Stock pursuant to this Agreement, including the determination of the initial public offering price of the Notes Stock and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 any duties and obligations that the Company 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect Transaction Entities shall be limited to the offering contemplated hereby except the those duties and obligations expressly set forth in this Agreementspecifically stated herein; and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve have interests that differ from those of the Company and that Transaction Entities. Each of the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company Transaction Entities hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Transaction Entities may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyduty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company Each Transaction Party acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyTransaction Parties, on the one hand, and the several Underwriters, on the other hand, and the Company each Transaction Party is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company Transaction Parties or its their 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 any Transaction Party 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 any Transaction Party on other matters) and no Underwriter has any obligation to the Company any Transaction Party with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 Transaction Parties and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has Transaction Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between among the Company Transaction Parties and the several Underwriters Underwriters, or any of them, with respect to the subject matter hereof. The Company Each Transaction Party hereby waives and releases, jointly and severally, to the fullest extent permitted by law, any claims that the Company such party may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company Issuer acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyIssuer, on the one hand, and the several Underwriters, on the other hand, and the Company Issuer is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company Issuer or 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 Issuer 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 Issuer on other matters) and no Underwriter has any obligation to the Company Issuer with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 Issuer and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Issuer has consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between among the Company Issuer and the several Underwriters Underwriters, or any of them, with respect to the subject matter hereof. The Company Issuer hereby waives and releases, releases to the fullest extent permitted by law, any claims that the Company Issuer may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Each of the Company and the Operating Partnership acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Operating Partnership, on the one hand, and the several Underwriters, on the other hand, and the Company is and the Operating Partnership are capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company Company, the Operating Partnership or its 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 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 Operating Partnership on other matters) and no Underwriter has any obligation to the Company or the Operating Partnership with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 or the Operating Partnership and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has or the Operating Partnership have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the The Company and the several Underwriters with respect to the subject matter hereof. The Company Operating Partnership hereby waives and releases, 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 Fiduciary Duty. The Company acknowledges Bank, the Issuer and agrees that: the Transferor acknowledge and agree that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyBank, the Issuer and the Transferor, on the one hand, and each of the several Underwriters, on the other hand, and the Company is Bank, the Issuer and the Transferor are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each the 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 Bank, the Issuer, the Transferor or its their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter none of the Underwriters has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company Bank, the Issuer or the Transferor with respect to any of the transactions transaction contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Bank, the Issuer or the Transferor on other matters) and no Underwriter has or any other obligation to the Company with respect to Bank, the offering contemplated hereby Issuer or the Transferor except the obligations expressly set forth in this Agreement; (iv) 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 Bank, the Issuer and the Transferor and that the several Underwriters have no obligation to disclose to the Bank, the Issuer or the Transferor any of such interests by virtue of any advisory, agency or fiduciary relationshiprelationship hereunder; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has Bank, the Issuer and the Transferor have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements appropriate and understandings (whether written or oralvi) between any review by any Underwriter of the Company Bank, the Transferor, the Issuer and the several Underwriters with respect transactions contemplated hereby or other matters relating to such transactions will be performed solely for the subject matter hereof. The Company hereby waives benefit of such Underwriter, as the case may be, and releasesshall not be on behalf of the Bank, to the fullest extent permitted by lawTransferor, the Issuer or any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyother person.

No Fiduciary Duty. The Company acknowledges Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Partnership Parties acknowledge and agrees that: agree that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the CompanyPartnership Parties, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to the Partnership Parties in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Partnership Parties, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the Company is capable price of evaluating the Units was established by the Partnership Parties and understanding the Underwriters based on discussions and understands arms’ length negotiations and accepts the Partnership Parties understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect Partnership Parties shall be limited to the offering contemplated hereby except the those duties and obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipspecifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, the Partnership Parties acknowledge that the Underwriters may have financial interests in the success of the this offering that are not provided any legal, accounting, regulatory or tax advice with respect limited to the offering contemplated hereby difference between the price to the public and the Company has consulted its own legal, accounting, regulatory and tax advisors purchase price paid to the extent it deemed appropriate. This Agreement supersedes all prior agreements Partnership by the Underwriters for the Units and understandings (whether written or oral) between that such interests may differ from the Company and interests of the several Underwriters with respect to the subject matter hereofPartnership Parties. The Company Partnership Parties hereby waives waive and releasesrelease, to the fullest extent permitted by applicable law, any claims that the Company Partnership Parties may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Partnership Parties in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Partnership Parties or any of their respective members, managers, employees or creditors.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 its affiliates, stockholders, creditors or employees or any other party 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 its affiliates, stockholders, creditors or employees or any other party on other matters) and no Underwriter has any obligation to the Company or its affiliates, stockholders, creditors or employees or any other party with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 or its affiliates, stockholders, creditors or employees or any other party and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Partnership Parties acknowledge and agrees that: agree that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the CompanyPartnership Parties, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to the Partnership Parties in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Partnership Parties, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the Company is capable price of evaluating the Units was established by the Partnership Parties and understanding the Underwriters based on discussions and understands arms’ length negotiations and accepts the Partnership Parties understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect Partnership Parties shall be limited to the offering contemplated hereby except the those duties and obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipspecifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, the Partnership Parties acknowledge that the Underwriters may have financial interests in the success of this offering that are not provided any legal, accounting, regulatory or tax advice with respect limited to the offering contemplated hereby difference between the price to the public and the Company has consulted its own legal, accounting, regulatory and tax advisors purchase price paid to the extent it deemed appropriate. This Agreement supersedes all prior agreements Partnership by the Underwriters for the Units and understandings (whether written or oral) between that such interests may differ from the Company and interests of the several Underwriters with respect to the subject matter hereofPartnership Parties. The Company Partnership Parties hereby waives waive and releasesrelease, to the fullest extent permitted by applicable law, any claims that the Company Partnership Parties may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Partnership Parties in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Partnership Parties or any of their respective members, managers, employees or creditors.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, Company on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to the Company in connection with this Offering, the sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the offering contemplated hereby except contrary, the obligations expressly set forth Company acknowledges that the Underwriters may have financial interests in this Agreement; (iv) the several success of the Offering that are not limited to the difference between the price to the public and the purchase price delivered to the Company by the Underwriters for the Shares and their respective affiliates that such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company Company, and that the several Underwriters have no obligation to disclose disclose, or account to the Company for any of benefit that they may derive from, such additional financial interests; however, the Underwriters represent to the Company that such interests by virtue of any advisory, agency or fiduciary relationship; and (v) will not interfere with the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect Underwriters’ ability to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereofperform their obligations under this Agreement. The Company hereby waives and releases, to the fullest extent permitted by applicable law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of its shareholders, managers, employees or creditors.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-arm’s length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests to the Company by virtue of any advisory, agency or fiduciary relationshiprelationship with the Company; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company in connection with this offering, the sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the offering contemplated hereby except contrary, the obligations expressly set forth Company acknowledges that the Underwriters may have financial interests in this Agreement; (iv) the several Underwriters success of the Offering that are not limited to the difference between the price to the public and their respective affiliates the purchase price paid to the Company for the shares and such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company Company, and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereoffor any benefit they may derive from such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of its stockholders, directors, employees or creditors.

No Fiduciary Duty. The Company Each of the Transaction Entities acknowledges and agrees thatthat in connection with the transactions contemplated by this Agreement, the offer and sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between any Transaction Entity and any other person, on the one hand, and the Underwriters, on the other, exists in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Notes Company’s securities, either before or after the date hereof; (ii) the Underwriters are not acting as advisors, expert or otherwise, to any of the Transaction Entities, including, without limitation, with respect to the determination of the public offering price of the Shares, and the purchase and sale of the Shares pursuant to this Agreement, including the determination of the initial public offering price of the Notes Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 any duties and obligations that the Company 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect Transaction Entities shall be limited to the offering contemplated hereby except the those duties and obligations expressly set forth in this Agreementspecifically stated herein; and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve have interests that differ from those of the Company and that Transaction Entities. Each of the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company Transaction Entities hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Transaction Entities may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyduty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees thatCorporation hereby: (i) acknowledges and agrees that the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an transactions contemplated hereunder are arm’s-length commercial transaction transactions between the CompanyCorporation, on the one hand, and the several UnderwritersUnderwriter and any affiliate through which it may be acting, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreementother; (ii) acknowledges and agrees that the Underwriter is acting as agent but not as fiduciary of the Corporation; (iii) acknowledges and agrees that the Corporation’s engagement of the Underwriter in connection with each transaction contemplated hereby the Offering and the process leading up to such transaction each the Offering is as agent and not in any other capacity; (iv) acknowledges and agrees that the Underwriter is has certain statutory obligations as a registrant under Securities Laws and has been certain relationships with its clients; and (v) consents to the Underwriter acting solely hereunder while continuing to act for its clients. To the extent that the Underwriter’s statutory obligations as a principal registrant under Securities Laws or relationships with its clients conflicts with its obligations hereunder, the Underwriter shall be entitled to fulfil its statutory obligations as a registrant under Securities Laws and its duties to its clients. Nothing in this Agreement shall be interpreted to prevent the Underwriter from fulfilling its statutory obligations as a registrant under Securities Laws or acting for its clients. Furthermore, the Corporation agrees that it is not solely responsible for making its own judgments in connection with the financial advisor, agent or fiduciary of the Company or 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 with respect to any of the transactions contemplated hereby or the process leading thereto Offering (irrespective of whether such any of the Underwriter has advised or is currently advising the Company Corporation on related or other matters) and no ). The Underwriter has any obligation not rendered advisory services beyond those, if any, required of an investment dealer by Securities Laws in respect of an offering of the nature contemplated by this Agreement and the Corporation agrees that it will not claim that the Underwriter has rendered advisory services beyond those, if any, required of an investment dealer by Securities Laws in respect of the Offering, or that the Underwriter owes a fiduciary or similar duty to the Company Corporation, in connection with respect to such transaction or the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 dutyprocess leading thereto.

No Fiduciary Duty. The Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company in connection with this offering, the sale of the Securities or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Securities; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Securities was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the offering contemplated hereby except contrary, the obligations expressly set forth Company acknowledges that the Underwriters may have financial interests in this Agreement; (iv) the several Underwriters success of the Offering that are not limited to the difference between the price to the public and their respective affiliates the purchase price paid to the Company for the shares and such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company Company, and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereoffor any benefit they may derive from such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of its shareholders, managers, employees or creditors.

No Fiduciary Duty. The Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters, the Company acknowledges and agrees the Selling Stockholders acknowledge and agree that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the CompanyCompany or Selling Stockholders, on the one hand, and the several Underwriters, on the other; (ii) the Underwriters are not acting as advisors, expert or otherwise, to either the Company or the Selling Stockholders in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Stock; (iii) the relationship between the Company and the Selling Stockholders, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (iv) any duties and obligations that the Underwriters, on the one hand, and the Company or Selling Stockholders, on the other hand, owe to each other shall be limited to those duties and obligations specifically stated herein; and (v) the Company and the Selling Stockholders hereby acknowledge that in connection with the offering contemplated hereby, there may be differing interests between the Company and the Selling Stockholders, on the one hand, and the Underwriters, on the other hand. The Company and the Selling Stockholders, on the one hand, and the Underwriters, on the other hand, hereby waive and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company hereby waives and releasesrelease, to the fullest extent permitted by law, any claims that the Company they may have against the several Underwriters each other with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company acknowledges and agrees the Guarantors acknowledge and agree that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Guarantors, on the one hand, and the several Underwriters, on the other hand, and each of the Company and the Guarantors is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company Company, the Guarantors or its 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 on other matters) and 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; (iv) 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 to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has and the Guarantors have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between among the Company Company, the Guarantors and the several Underwriters with respect to the subject matter hereof. The Each of the Company and the Guarantors hereby waives and releases, to the fullest extent permitted by law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company hereby acknowledges and agrees that: , with respect to any offering of Securities pursuant to this Agreement and the relevant Terms Agreement (such Terms Agreement, together with the provisions of this Agreement that are incorporated by reference therein, is referred to in this Section 9 as the “Underwriting Agreement”), (i) the purchase and sale terms of the Notes pursuant to this Underwriting Agreement, and the offering of the Securities (including the determination of the public offering price of the Notes and any related discounts and commissionsSecurities) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) no fiduciary, is an arm’s-length commercial transaction advisory or agency relationship between the Company, Company on the one hand, and the several Underwriters, Underwriters on the other hand, and the Company is capable hand has been created as a result of evaluating and understanding and understands and accepts the terms, risks and conditions any of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the Underwriting Agreement or the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisortransactions, agent or fiduciary of the Company or 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 with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such any Underwriter has advised or is currently advising the Company on other matters, (iii) and no Underwriter has any obligation the Underwriters’ obligations to the Company with in respect to of the offering contemplated hereby except the obligations expressly Offering are set forth in this Agreement; the Underwriting Agreement in their entirety and (iv) 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 that the several Underwriters have no obligation to disclose any of has obtained such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accountingtax, regulatory or tax accounting and other advice as they deem appropriate with respect to this Underwriting Agreement and the offering transactions contemplated hereby and any other activities undertaken in connection therewith, and the Company has consulted its own legal, accounting, regulatory and tax advisors to is not relying on the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 such matters. The Company hereby agrees that it will not claim that the Underwriters, or alleged breach any of agency them, has rendered advisory services of any nature or respect to the Company, or owes a fiduciary dutyor similar duty to it, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Each of the Company and the Guarantors acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Guarantors, on the one hand, and the several Underwriters, on the other hand, and the Company is and the Guarantors are capable of evaluating and understanding and understands understand and accepts 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 Company, the Guarantors, or its 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 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 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; (iv) 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 to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has and the Guarantors have consulted its their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company Company, the Guarantors and the several Underwriters with respect to the subject matter hereof. The Company and the Guarantors hereby waives waive and releasesrelease, 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 Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate; and (vi) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-arm’s length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, each of the Company acknowledges and agrees that: the Trust acknowledge and agree that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the CompanyCompany or the Trust, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company or the Trust in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Company and the Trust, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Units was established by the Company is capable and the Underwriters based on discussions and arms’ length negotiations and each of evaluating the Company and understanding the Trust understand and understands and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that the process leading Underwriters may have 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 or its affiliatesthe Trust shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility the Company and the Trust acknowledge that the Underwriters may have financial interests in favor the success of the Company 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 on other matters) and no Underwriter has any obligation offering that are not limited to the Company with respect difference between the price to the offering contemplated hereby except public and the obligations expressly set forth in this Agreement; (iv) purchase price paid to the several Trust by the Underwriters for the Units and their respective affiliates that such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company and that the several Trust, and the Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and Company or the Company has consulted its own legalTrust for any benefit that they may derive from, accounting, regulatory and tax advisors to the extent it deemed appropriatesuch additional financial interests. This Agreement supersedes all prior agreements and understandings (whether written or oral) between Each of the Company and the several Underwriters with respect to the subject matter hereof. The Company Trust hereby waives waive and releasesrelease, to the fullest extent permitted by applicable law, any claims that the Company or the Trust may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or the Trust in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, the Trust or any of their respective members, managers, employees or creditors.

No Fiduciary Duty. The Company Each Spectra Party hereby acknowledges and agrees that: (i) that each Underwriter is acting solely as an underwriter in connection with the purchase and sale of the Notes Securities. Each Spectra Party further acknowledges that each Underwriter is acting pursuant to a contractual relationship created solely by this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is Agreement entered into on an arm’s-length commercial transaction between basis and in no event do the Companyparties intend that each Underwriter acts or be responsible as a fiduciary or financial advisor to any of the Spectra Entities, on their management, stockholders, members, unitholders, creditors or any other person in connection with any activity that each Underwriter may undertake or have undertaken in furtherance of the one handpurchase and sale of the Securities, and either before or after the several Underwritersdate hereof. Each Underwriter hereby expressly disclaims any fiduciary, on agency, advisory or similar obligations to any of the other handSpectra Entities, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of either in connection with the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby Agreement or any matters leading up to such transactions, and the process leading Spectra Parties hereby confirm their understanding and agreement to such transaction that effect. The Spectra Parties and the Underwriters agree that they are each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to any of the transactions contemplated hereby Spectra Entities regarding such transactions, including but not limited to any opinions or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company views with respect to the offering contemplated hereby except price or market for the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those Securities, do not constitute advice or recommendations to any of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriateSpectra Entities. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company Each Spectra Party hereby waives and releases, to the fullest extent permitted by law, any claims that the Company any Spectra Party may have against the several Underwriters each Underwriter with respect to any breach or alleged breach of agency any fiduciary, agency, advisory or fiduciary dutysimilar duty to any of the Spectra Entities in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Duty. The Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, experts or otherwise, to either the Company in connection with this offering, the sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the offering contemplated hereby except contrary, the obligations expressly set forth Company acknowledges that the Underwriters may have financial interests in this Agreement; (iv) the several Underwriters success of the Offering that are not limited to the difference between the price to the public and their respective affiliates the purchase price paid to the Company for the shares and such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company Company, and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereoffor any benefit they may derive from such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of its shareholders, managers, employees or creditors.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests to the Company by virtue of any advisory, agency or fiduciary relationshiprelationship with the Company; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 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 or its 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 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 on other matters) and no Underwriter Initial Purchaser has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters Initial Purchasers have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters Initial Purchasers 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 Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase Selling Stockholders acknowledge and agree that in connection with this offering, sale of the Notes pursuant Stock or any other services the Underwriters may be deemed to this Agreementbe providing hereunder, including notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company, Selling Stockholders and any other person, on the one hand, and the Underwriters, on the other hand, exists; (b) the Underwriters are not acting as advisors, expert or otherwise and are not providing a recommendation or investment advice, to either the Company or the Selling Stockholders, including, without limitation, with respect to the determination of the public offering price of the Notes Stock, and any related discounts and commissions, is an arm’s-length commercial transaction such relationship between the CompanyCompany and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, is entirely and the Company is capable of evaluating and understanding and understands and accepts the termssolely commercial, risks and conditions of the transactions contemplated based on arms-length negotiations and, as such, not intended for use by this Agreementany individual for personal, family or household purposes; (iic) in connection with each transaction contemplated hereby any duties and obligations that the process leading Underwriters may have 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 or its affiliates, stockholders, creditors or employees or any other partySelling Stockholders shall be limited to those duties and obligations specifically stated herein; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (ivd) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve have interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipSelling Stockholders; and (ve) does not constitute a solicitation of any action by the Underwriters. The Company and the Selling Stockholders hereby (x) waive any claims that the Company or the Selling Stockholders may have against the Underwriters have not provided with respect to any breach of fiduciary duty in connection with this offering and (y) agree that none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. Each of the Company and the Selling Stockholders has consulted their own legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accountingfinancial, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges Companies and agrees the Guarantors acknowledge and agree that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompanies and the Guarantors, on the one hand, and the several Underwriters, on the other hand, and the Company is Companies and the Guarantors are capable of evaluating and understanding and understands understand and accepts 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 any Company, any Guarantor or its 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 any Company or any 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 any Company or any Guarantor on other matters) and no Underwriter has any obligation to the Company Companies or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 Companies and the Guarantors and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has Companies and the Guarantors have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between among the Company Company, the Guarantors and the several Underwriters with respect to the subject matter hereof. The Company Companies and the Guarantors hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Companies or any of the Guarantors may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 that each Underwriter is and has been acting solely as a principal and is not in the financial advisor, agent or fiduciary capacity of the Company or 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 arm’s length contractual counterparty to the Company with respect to the offering of Class B Certificates contemplated hereby (including in connection with determining the terms of such offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any of its subsidiaries. Additionally, no Underwriter is advising the transactions contemplated hereby Company or any of its subsidiaries as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of the Class B Certificates or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising AAG or the Company on other matters) ). Each Underwriter advises that it and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective its affiliates may be are engaged in a broad range of transactions securities and financial services and that it and its affiliates may enter into contractual relationships with purchasers or potential purchasers of the securities of the Company or its affiliates and that some of these services or relationships may involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have need not provided any legal, accounting, regulatory or tax advice with respect be disclosed to the offering contemplated hereby and the Company, unless otherwise required by law. The Company has consulted with its own legaladvisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, accounting, regulatory and tax advisors no Underwriter shall have any responsibility or liability to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written Company or oral) between the Company and the several Underwriters any of its subsidiaries or affiliates with respect thereto. Any review by any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the subject matter hereofbenefit of such Underwriter and shall not be on behalf of the Company. The Company hereby waives and releaseswaives, to the fullest extent permitted by law, any claims that the Company it may have against the several Underwriters with respect to any each Underwriter for breach of fiduciary duty or alleged breach of agency fiduciary duty and agrees that no Underwriter shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersRepresentatives, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter Representative is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company Company, or its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Representative has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Representative has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Representative has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters Representatives and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters Representatives have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship, except to the extent that any such engagement materially adversely impacts the ability of the several Representatives to perform their obligations hereunder; and (v) the Underwriters Representative have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters Representatives, 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 Representatives with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) Notwithstanding any pre-existing relationship, advisory or otherwise, between the purchase and sale parties or any oral representations or assurances previously or subsequently made by any of the Notes pursuant to this AgreementUnderwriters, including the determination of the public offering price of the Notes Partnership Parties acknowledge and any related discounts and commissions, is an arm’s-length commercial transaction agree that (a) nothing herein shall create a fiduciary or agency relationship between the CompanyPartnership Parties, on the one hand, and the several Underwriters, on the other hand; (b) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Partnership Entities in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (c) the relationship between the Partnership Parties, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the Company is capable price of evaluating the Units was established by the Partnership Entities and understanding the Underwriters based on discussions and understands arms’ length negotiations and accepts the Partnership Parties understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iid) any duties and obligations that the Underwriters may have to the Partnership Parties shall be limited to those duties and obligations specifically stated herein; and (e) notwithstanding anything in connection with each transaction contemplated hereby this Agreement to the contrary, the Partnership Parties acknowledge that the Underwriters may have financial interests in the success of the Offering that are not limited to the difference between the price to the public and the process leading purchase price paid to the Partnership for the Units and such transaction each Underwriter is and has been acting solely as a principal and is not interests may differ from the financial advisor, agent or fiduciary interests of the Company or its affiliatesPartnership Parties, 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 and the Company 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereofPartnership Parties for any benefit they may derive from such additional financial interests. The Company Partnership Parties hereby waives waive and releasesrelease, to the fullest extent permitted by the applicable law, any claims that the Company they may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Partnership Parties in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Partnership Parties or any of their unitholders, managers, employees or creditors.

No Fiduciary Duty. The Company acknowledges and agrees that: that (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other handother, and the Company is capable of evaluating and understanding and understands and accepts 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 Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its affiliatesCompany, 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 with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company on other matters) and no Underwriter has or any other obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; , (iv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve have interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Initial Purchasers, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and each of the Initial Purchasers hereby waives and releasesirrevocably waives, to the fullest extent permitted by applicable law, any claims that and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutytransactions contemplated hereby.

No Fiduciary Duty. The Company hereby acknowledges and agrees that: (i) that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Notes Company’s securities contemplated hereby. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this AgreementUnderwriting Agreement entered into on an arm’s length basis, including and in no event do the determination of parties intend that the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between Underwriters act or be responsible as a fiduciary to the Company, on its management, shareholders or creditors or any other person in connection with any activity that the one handUnderwriters may undertake or have undertaken in furtherance of such purchase and sale of the Company’s securities, and either before or after the several Underwritersdate hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of either in connection with the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby Underwriting Agreement or any matters leading up to such transactions, and the process leading Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transaction each Underwriter is transactions and has been that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting solely as a principal and is not the financial advisor, as an agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or any other party; (iii) and no Underwriter has assumed or assumed, and no Underwriter will assume an advisoryassume, agency or fiduciary any advisory responsibility in favor favour of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such any Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 any fiduciary, advisory or fiduciary dutysimilar duty to the Company in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions.

No Fiduciary Duty. The Company hereby acknowledges and agrees that: (i) that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Notes Offered Securities. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this AgreementAgreement entered into on an arm’s length basis, including and in no event do the determination of parties intend that the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between Underwriters act or be responsible as a fiduciary to the Company, on its management, shareholders or creditors or any other person in connection with any activity that the one handUnderwriters may undertake or have undertaken in furtherance of such purchase and sale of the Company’s securities, and either before or after the several Underwritersdate hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of either in connection with the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby Agreement or any matters leading up to such transactions, and the process leading Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transaction each Underwriter is transactions and has been that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or any other party; (iii) and no Underwriter has assumed or assumed, and no Underwriter will assume an advisoryassume, agency or fiduciary any advisory responsibility in favor favour of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such any Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 any fiduciary, advisory or fiduciary dutysimilar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Duty. The Each of the Company and the Selling Shareholders hereby acknowledges and agrees that: that (ia) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the CompanyCompany and the Selling Shareholders, on the one hand, and the several UnderwritersUnderwriters and any affiliate through which it may be acting, on the other handother, and (b) the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been Underwriters are acting solely as a principal and is not the financial advisor, as an agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or the Selling Shareholders and (c) the Company’s and the Selling Shareholders’ engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other party; (iii) no Underwriter has assumed or will assume an advisorycapacity. Furthermore, agency or fiduciary responsibility in favor each of the Company and the Selling Shareholders agrees that it is solely responsible for making its own judgments in connection with respect to any of the transactions contemplated hereby or the process leading thereto offering (irrespective of whether such Underwriter any of the Underwriters has advised or is currently advising the Company on related or other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those ). Each of the Company and the Selling Shareholders agrees that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) it will not claim that the Underwriters have not provided rendered advisory services of any legalnature or respect, accountingincluding, regulatory or tax advice with respect to for the offering contemplated hereby and the Company has consulted its own legalavoidance of doubt, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 legal, tax, investment, accounting or alleged breach of agency regulatory matters, or owe an agency, fiduciary dutyor similar duty to the Company or the Selling Shareholders, in connection with such transaction or the process leading thereto. Moreover, each Selling Shareholder acknowledges and agrees that, although the Representative may be required or choose to provide certain Selling Shareholders with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, the Representative and the other Underwriters are not making a recommendation to any Selling Shareholder to participate in the offering, enter into a “lock-up” agreement, or sell any SV Shares at the price determined in the offering, and nothing set forth in such disclosures is intended to suggest that the Representative or any Underwriter is making such a recommendation.

No Fiduciary Duty. The Company hereby acknowledges and agrees thatthat in connection with the sale of the Shares or any other services the Manager may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Manager: (i) no fiduciary or agency relationship between the purchase Company and sale of any other person, on the Notes pursuant one hand, and the Manager, on the other, exists; (ii) the Manager is not acting as advisor, expert or otherwise, to this Agreementthe Company, including including, without limitation, with respect to the determination of the public offering sale price of the Notes Shares, and any related discounts and commissions, is an arm’s-length commercial transaction such relationship between the Company, on the one hand, and the several UnderwritersManager, on the other handother, is entirely and the Company is capable of evaluating and understanding and understands and accepts the termssolely commercial, 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 or its affiliates, stockholders, creditors or employees or any other partybased on arm’s-length negotiations; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any duties and obligations that the Company 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 on other matters) and no Underwriter has any obligation Manager may have to the Company with respect shall be limited to the offering contemplated hereby except the those duties and obligations expressly set forth in this Agreementspecifically stated herein; and (iv) the several Underwriters Manager and their respective its affiliates may be engaged in a broad range of transactions that involve have interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereofCompany. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters Manager with respect to any breach of fiduciary duty in connection with the offering. If the foregoing correctly sets forth the understanding between the Company and the Manager, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company and the Manager. Very truly yours, COMPANY: MAIN STREET CAPITAL CORPORATION By Name: Xxxxxxx X. Xxxxxx Title: Chief Executive Officer ACCEPTED as of the date first above written [·] By: Name: Title: Annex I [FORM OF TERMS AGREEMENT] Main Street Capital Corporation [ ] Shares of Common Stock (par value $0.01 per share) TERMS AGREEMENT [DATE] [Insert Bank & Address] Ladies and Gentlemen: Main Street Capital Corporation, a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Equity Distribution Agreement, dated [DATE] (the “Equity Distribution Agreement”), by and between the Company and [·] (the “Manager”), to issue and sell to the Manager the securities specified in Schedule I hereto (the “Purchased Securities”)[, and solely for the purpose of covering over-allotments, to grant to the Manager the option to purchase the additional securities specified in Schedule I hereto (the “Additional Securities”)]. [The Manager shall have the right to purchase from the Company all or alleged breach a portion of agency the Additional Securities as may be necessary to cover over-allotments made in connection with the offering of the Purchased Securities, at the same purchase price per share to be paid by the Manager to the Company for the Purchased Securities. This option may be exercised by the Manager at any time (but not more than once) on or fiduciary dutybefore the 30th day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Time of Delivery (as set forth in Schedule I hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Purchased Securities.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by the Manager, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement[ and][,] the Time of Delivery[ and any Option Closing Date], except that each representation and warranty in Section 2 of the Equity Distribution Agreement which makes reference to the Prospectus (as therein defined) shall be deemed to be a representation and warranty as of the date of the Equity Distribution Agreement in relation to the Prospectus, and also a representation and warranty as of the date of this Terms Agreement[ and] [,] the Time of Delivery[ and any Option Closing Date] in relation to the Prospectus as amended and supplemented to relate to the Purchased Securities. [An amendment to the Registration Statement (as defined in the Equity Distribution Agreement), or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities[ and the Additional Securities], in the form heretofore delivered to the Manager is now proposed to be filed with the Commission.] Subject to the terms and conditions set forth herein and in the Equity Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Manager and the latter agrees to purchase from the Company the number of shares of the Purchased Securities at the time and place and at the purchase price set forth in Schedule I hereto. All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Equity Distribution Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Manager and the Company. Very truly yours, COMPANY: MAIN STREET CAPITAL CORPORATION By Name: Title: ACCEPTED as of the date first above written [·] By: Name: Title: Schedule I to the Terms Agreement Title of Purchased Securities[ and Additional Securities]: Common Stock, par value $0.01 per share Number of Purchased Securities: [Number of Additional Securities:] [Price to Public:] Purchase Price by the Manager: Method of and Specified Funds for Payment of Purchase Price: By wire transfer to a bank account specified by the Company in same day funds.

No Fiduciary Duty. The Company acknowledges Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Partnership Parties acknowledge and agrees that: agree that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the CompanyPartnership Parties, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Partnership Entities in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Partnership Parties, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the Company is capable price of evaluating the Units was established by the Partnership Entities and understanding the Underwriters based on discussions and understands arms’ length negotiations and accepts the Partnership Parties understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) any duties and obligations that the Underwriters may have to the Partnership Parties shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in connection with each transaction contemplated hereby this Agreement to the contrary, the Partnership Parties acknowledge that the Underwriters may have financial interests in the success of the Offering that are not limited to the difference between the price to the public and the process leading purchase price paid to the Partnership for the Units and such transaction each Underwriter is and has been acting solely as a principal and is not interests may differ from the financial advisor, agent or fiduciary interests of the Company or its affiliatesPartnership Parties, 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 and the Company 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereofPartnership Parties for any benefit they may derive from such additional financial interests. The Company Partnership Parties hereby waives waive and releasesrelease, to the fullest extent permitted by the applicable law, any claims that the Company they may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Partnership Parties in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Partnership Parties or any of their unitholders, managers, employees or creditors.

No Fiduciary Duty. The Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company in connection with this offering, the sale of the ADS Offered Securities or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the ADS Offered Securities; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the ADS Offered Securities was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the offering contemplated hereby except that are not limited to the obligations expressly set forth in this Agreement; (iv) difference between the several Underwriters price to the public and their respective affiliates the purchase price paid to the Company for the ADS Offered Securities and such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company Company, and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereoffor any benefit they may derive from such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty in connection with the transactions contemplated by this Agreement or fiduciary dutyany matters leading up to such transactions.

No Fiduciary Duty. The Company and each Selling Stockholder acknowledges and agrees that: (i) the purchase and that in connection with this offering, sale of the Notes pursuant Stock or any other services the Underwriters may be deemed to this Agreementbe providing hereunder, including notwithstanding any preexisting relationship, advisory or otherwise and are not providing a recommendation or investment advice, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company, such Selling Stockholder, and any other person, on the one hand, and the Underwriters, on the other hand, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to either the Company or such Selling Stockholder, including, without limitation, with respect to the determination of the public offering price of the Notes Stock, and any related discounts and commissions, is an arm’s-length commercial transaction such relationship between the CompanyCompany and such Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, is entirely and the Company is capable of evaluating and understanding and understands and accepts the termssolely commercial, risks and conditions of the transactions contemplated based on arms-length negotiations and, as such, not intended for use by this Agreementany individual for personal, family or household purposes; (iic) in connection with each transaction contemplated hereby any duties and obligations that the process leading Underwriters may have 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 or its affiliates, stockholders, creditors or employees or any other partysuch Selling Stockholder shall be limited to those duties and obligations specifically stated herein; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (ivd) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve have interests that differ from those of the Company and such Selling Stockholder; (e) the purchase and sale of the Stock pursuant to this Agreement does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. The Company and such Selling Stockholder hereby (x) waive any claims that the several Company or such Selling Stockholder may have against the Underwriters have no obligation with respect to disclose any breach of such interests by virtue fiduciary duty in connection with this offering and (y) agree that none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any advisory, agency or fiduciary relationship; and (v) action by the Underwriters have not provided with respect to any entity or natural person. Each of the Company and such Selling Stockholder has consulted their own legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accountingfinancial, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements Moreover, each Selling Shareholder acknowledges and understandings (whether written agrees that, although the Representatives may be required or oral) between choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the Company offering, the Representatives and the several other Underwriters with respect are not making a recommendation to any Selling Stockholder to participate in the subject matter hereof. The Company hereby waives offering, enter into a “lock-up” agreement, or sell any Stock at the price determined in the offering, and releases, nothing set forth in such disclosures is intended to the fullest extent permitted by law, any claims suggest that the Company may have against the several Underwriters with respect to Representatives or any breach or alleged breach of agency or fiduciary dutyUnderwriter is making such a recommendation.

No Fiduciary Duty. The Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company in connection with this offering, the sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the offering contemplated hereby except that are not limited to the obligations expressly set forth in this Agreement; (iv) difference between the several Underwriters price to the public and their respective affiliates the purchase price paid to the Company for the shares and such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company Company, and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereoffor any benefit they may derive from such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of its shareholders, managers, employees or creditors.

No Fiduciary Duty. The Each of the Company and the Operating LLC acknowledges and agrees that: (i) the purchase and that in connection with this offering, sale of the Notes pursuant Stock or any other services the Underwriters may be deemed to this Agreementbe providing hereunder, including notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company, the Operating LLC and any other person, on the one hand, and the Underwriters, on the other hand, exists; (b) the Underwriters are not acting as advisors, expert or otherwise and are not providing a recommendation or investment advice, to the Company or the Operating LLC, including, without limitation, with respect to the determination of the public offering price of the Notes Stock, and any related discounts and commissions, is an arm’s-length commercial transaction such relationship between the CompanyCompany and the Operating LLC, on the one hand, and the several Underwriters, on the other hand, is entirely and the Company is capable of evaluating and understanding and understands and accepts the termssolely commercial, risks and conditions of the transactions contemplated based on arms-length negotiations and, as such, not intended for use by this Agreementany individual for personal, family or household purposes; (iic) in connection with each transaction contemplated hereby any duties and obligations that the process leading Underwriters may have 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 or its affiliates, stockholders, creditors or employees or any other partythe Operating LLC shall be limited to those duties and obligations specifically stated herein; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (ivd) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve have interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipOperating LLC; and (ve) does not constitute a solicitation of any action by the Underwriters. Each of the Company and the Operating LLC hereby (x) waives any claims that the Company or the Operating LLC may have against the Underwriters have not provided with respect to any breach of fiduciary duty in connection with this offering and (y) agree that none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. Each of the Company and the Operating LLC has consulted their own legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accountingfinancial, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges Borrower agrees that in connection with all aspects of the Loans contemplated by this Agreement and agrees that: any transactions in connection therewith, (i) (A) the purchase arranging and sale of other services regarding this Agreement provided by the Notes pursuant to this AgreementAdministrative Agent, including the determination of Lead Arranger and the public offering price of the Notes and any related discounts and commissions, is an Lenders are arm’s-length commercial transaction transactions between the CompanyBorrower and its Affiliates, on the one hand, and the several UnderwritersAdministrative Agent, the Lead Arranger and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the Company extent it has deemed appropriate, and (C) the Borrower is capable of evaluating and understanding evaluating, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated hereby and by this Agreementthe Notes; (ii) in connection with (A) the Administrative Agent, the Lead Arranger and each transaction contemplated hereby and the process leading to such transaction each Underwriter Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and is will not the financial be acting as an advisor, agent or fiduciary for the Borrower or any of the Company or its affiliatesAffiliates, stockholders, creditors or employees or any other party; Person and (iiiB) no Underwriter has assumed or will assume an advisoryneither the Administrative Agent, agency or fiduciary responsibility in favor of the Company with respect to Lead Arranger nor any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter Lender has any obligation to the Company Borrower or any of its Affiliates with respect to the offering transactions contemplated hereby except the those obligations expressly set forth herein and in this Agreementthe Notes; and (iviii) the several Underwriters Administrative Agent, the Lead Arranger and the Lenders and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Borrower and that its Affiliates, and neither the several Underwriters have no Administrative Agent, the Lead Arranger nor any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted Borrower or any of its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriateAffiliates. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company hereby waives and releases, to To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that the Company it may have against the several Underwriters Administrative Agent, the Lead Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary dutyduty in connection with any aspect of any transaction contemplated hereby.

No Fiduciary Duty. The Company acknowledges Notwithstanding any pre-existing relationship, advisory or otherwise, between the Parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the TXO Parties acknowledge and agrees that: agree that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the CompanyTXO Parties, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to the TXO Parties in connection with the offering and sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units, and the TXO Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate; (iii) the relationship between the TXO Parties, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the Company is capable price of evaluating the Units was established by the TXO Parties and understanding the Underwriters based on discussions and understands arms’ length negotiations and accepts the TXO Parties understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) any duties and obligations that the Underwriters may have to the TXO Parties shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in connection with each transaction contemplated hereby this Agreement to the contrary, the TXO Parties acknowledge that the Underwriters may have financial interests in the success of the offering and sale of the Units that are not limited to the difference between the price to the public and the process leading purchase price paid to the Partnership for the Units and such transaction each Underwriter is and has been acting solely as a principal and is not interests may differ from the financial advisor, agent or fiduciary interests of the Company or its affiliatesTXO Parties, 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 and the Company 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereofTXO Parties for any benefit they may derive from such additional financial interests. The Company TXO Parties hereby waives waive and releasesrelease, to the fullest extent permitted by the applicable law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the TXO Parties in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the TXO Parties or any of their unitholders, managers, employees or creditors.

No Fiduciary Duty. The Company acknowledges Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters and agrees that: the Partnership Entities acknowledge and agree that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the CompanyPartnership Entities, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to the Partnership Entities in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Partnership Entities, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the Company is capable price of evaluating the Units was established by the Partnership Parties and understanding the Underwriters based on discussions and understands arms’ length negotiations and accepts the Partnership Entities understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) any duties and obligations that the Underwriters may have to the Partnership Entities shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in connection with each transaction contemplated hereby this Agreement to the contrary, the Partnership Entities acknowledge that the Underwriters may have financial interests in the success of this offering that are not limited to the difference between the price to the public and the process leading purchase price paid to the Partnership by the Underwriters for the Units and that such transaction each Underwriter is and has been acting solely as a principal and is not interests may differ from the financial advisor, agent or fiduciary interests of the Company or 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 Partnership Entities and the Company 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereofPartnership Entities for any benefit they may derive from such additional financial interests. The Company Partnership Entities hereby waives waive and releasesrelease, to the fullest extent permitted by applicable law, any claims that the Company Partnership Entities may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Partnership Entities in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Partnership Entities or any of their respective members, managers, employees or creditors.

No Fiduciary Duty. The Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, each of the Company and the Trust acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the CompanyCompany or the Trust, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company or the Trust in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Company and the Trust, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Units was established by the Company is capable and the Underwriters based on discussions and arms’ length negotiations and each of evaluating the Company and understanding and the Trust understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that the process leading Underwriters may have 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 or its affiliates, stockholders, creditors or employees or any other partythe Trust shall be limited to those duties and obligations specifically stated herein; and (iiiv) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility notwithstanding anything in favor of the Company 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 on other matters) and no Underwriter has any obligation this Agreement to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those contrary, each of the Company and the Trust acknowledges that the several Underwriters may have financial interests in the success of the offering of the Units that are not limited to the difference between the price to the public and the purchase price delivered to the Company by the Underwriters for the Units and that such interests may differ from the interests of the Company and the Trust, and the Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and Company or the Company has consulted its own legalTrust for any benefit that they may derive from, accounting, regulatory and tax advisors to the extent it deemed appropriatesuch additional financial interests. This Agreement supersedes all prior agreements and understandings (whether written or oral) between Each of the Company and the several Underwriters with respect to the subject matter hereof. The Company Trust hereby waives and releases, to the fullest extent permitted by applicable law, any claims that the Company or the Trust may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or the Trust in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or the Trust or any of their respective members, managers, employees or creditors.

No Fiduciary Duty. The Company acknowledges and agrees thathereby: (i) acknowledges and agrees that the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’stransactions contemplated hereunder are arm's-length commercial transaction transactions between the Company, on the one hand, and the several UnderwritersAgent and any affiliate through which it may be acting, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreementother; (ii) acknowledges and agrees that the Agent is acting as agent but not as fiduciary of the Company; (iii) acknowledges and agrees that the Company's engagement of the Agent in connection with each transaction contemplated hereby the Offering and the process leading up to such transaction each Underwriter the Offering is as agents and not in any other capacity; (iv) acknowledges and agrees that the Agent has been certain statutory obligations as registrants under Securities Laws and have certain relationships with its clients; and (v) consents to the Agent acting solely hereunder while continuing to act for its clients. To the extent that the Agent's statutory obligations as a principal registrant under Securities Laws or relationships with its clients conflicts with its obligations hereunder, the Agent shall be entitled to fulfil its statutory obligations as a registrant under Securities Laws and is not its duties to its clients. Nothing in this Agreement shall be interpreted to prevent the financial advisorAgent from fulfilling its statutory obligations as a registrant under Securities Laws or acting for its clients. Furthermore, agent or fiduciary of the Company or agrees that it is solely responsible for making its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility own judgments in favor of connection with the Company with respect to any of the transactions contemplated hereby or the process leading thereto Offering (irrespective of whether such Underwriter the Agent has advised or is currently advising the Company on related or other matters) and no Underwriter ). The Agent has any obligation to the Company with not rendered advisory services beyond those, if any, required of an investment dealer by Securities Laws in respect to the of an offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests nature contemplated by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby this Agreement and the Company agrees that it will not claim that the Agent has consulted its own legalrendered advisory services beyond those, accountingif any, regulatory and tax advisors required of an investment dealer by Securities Laws in respect of the Offering, or that the Agent owes a fiduciary or similar duty to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written Company, in connection with such transaction or oral) between the Company and the several Underwriters 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 dutyprocess leading thereto.

No Fiduciary Duty. The Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, experts or otherwise, to either the Company in connection with this offering, the sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares, and none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the offering contemplated hereby except that are not limited to the obligations expressly set forth in this Agreement; (iv) difference between the several Underwriters price to the public and their respective affiliates the purchase price paid to the Company for the Shares and such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company Company, and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereoffor any benefit they may derive from such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of its shareholders, managers, employees or creditors.

No Fiduciary Duty. The Company hereby acknowledges and agrees that: that (ia) the purchase and sale of the Notes Common Stock pursuant to this Agreement, including the determination of the public offering price of the Notes Common Stock and any related discounts and or commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriters and Forward Sellers or any affiliate through which they may be acting, on the other handother, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iib) 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, as an agent or fiduciary of the Company Company, or its affiliates, stockholders, creditors or creditors, employees or any other party; , (iiic) its engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity, (d) no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter any of the Underwriters has advised or is currently advising the Company on related or other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; Agreement and (ive) 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. Furthermore, the Company and agrees that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice it is solely responsible for making its own judgments in connection with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. (The remainder of this page is intentionally left blank) If the foregoing is in accordance with your understanding of our agreement, please sign and understandings (whether written or oral) between return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, AMERICAN CAPITAL STRATEGIES, LTD. By: Name: Title: [Underwriter(s)] By: Name: Title: (The remainder of this page is intentionally left blank) The foregoing Underwriting Agreement is hereby confirmed and accepted by the several Underwriters with respect as of the date first above written. [Underwriter(s)] On their behalf: BY: [Underwriter] By: Name: Title: SCHEDULE A Underwriters Number of Firm Shares Total SCHEDULE B-1 Name Number of Firm Shares to the subject matter hereof. The Company hereby waives and releasesbe Sold Maximum Number of Option Shares to be Sold American Capital Strategies, Ltd. SCHEDULE B-2 Name Number of Firm Shares 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.be Sold SCHEDULE C

No Fiduciary Duty. The Company hereby acknowledges and agrees that: that (ia) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriters and any affiliate through which it may be acting, on the other handother, and (b) the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been Underwriters are acting solely as a principal and is not the financial advisor, as an agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or any other party; and (iiic) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor the Company’s engagement of the Company Underwriters in connection 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. Furthermore, the Company 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 on related or other matters) and no Underwriter has ). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any obligation nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York, including, without limitation, Section 5-1401 of the New York General Obligations Law. The Underwriters, on the one hand, and the Company (on its own behalf and, to the extent permitted by law, on behalf of its stockholders), on the other hand, waive any right to trial by jury in any action, claim, suit or proceeding with respect to your engagement as underwriter or your role in connection herewith. If the offering contemplated hereby except foregoing letter is in accordance with your understanding of our agreement, please sign and return to us the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates may be engaged in enclosed duplicates hereof, whereupon it will become a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between binding agreement among the Company and the several Underwriters in accordance with respect to its terms. Very truly yours, INTELLON CORPORATION By The foregoing Underwriting Agreement is hereby confirmed and accepted as of the subject matter hereofdate first above written. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against DEUTSCHE BANK SECURITIES INC. As Representatives of the several Underwriters with respect listed on Schedule I By: Deutsche Bank Securities Inc. By Authorized Officer By Authorized Officer SCHEDULE I SCHEDULE OF UNDERWRITERS Underwriter Number of Firm Shares to any breach or alleged breach be Purchased Deutsche Bank Securities Inc. Xxxxxxxxx & Company Xxxxxxxxxxx & Co. Inc. Xxxxx Xxxxxxx & Co. Total SCHEDULE II [SCHEDULE OF OPTION SHARES] Maximum Number of agency or fiduciary duty.Option Shares to be Sold Percentage of Total Number of Option Shares Total 100 % SCHEDULE [ ] [Price and other terms of the offering conveyed orally] SCHEDULE [ ] [List each Issuer Free Writing Prospectus to be included in the General Disclosure Package including Final Term Sheet, if applicable]

No Fiduciary Duty. The Each of the Company and the Selling Shareholders hereby acknowledges and agrees that: that (ia) the purchase and sale of the Notes Shares pursuant to this Agreement, including the determination of the public offering price of the Notes Shares and any related discounts and or commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Selling Shareholders, on the one hand, and the several UnderwritersUnderwriters or any affiliate through which they may be acting, on the other handother, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iib) 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, as an agent or fiduciary of the Company or its affiliatesshareholders, stockholderscreditors, creditors employees or employees the Selling Shareholders or any other party; , (iiic) its engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity, (d) no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter any of the Underwriters has advised or is currently advising the Company or any of the Selling Shareholders on related or other matters) and no Underwriter has any obligation to the Company or the Selling Shareholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; Agreement and (ive) 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 Selling Shareholders. Furthermore, each of the Company and the Selling Shareholders agrees that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice it is solely responsible for making its own judgments in connection with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between Each of the Company and the several Selling Shareholders agrees that it will not claim that the Underwriters with respect have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the subject matter hereof. The Company hereby waives and releasesor the Selling Shareholders, to in connection with such transaction or 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 dutyprocess leading thereto.

No Fiduciary Duty. The Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company in connection with this offering, the sale of the Offered Securities or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Offered Securities; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Offered Securities was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the offering contemplated hereby except that are not limited to the obligations expressly set forth in this Agreement; (iv) difference between the several Underwriters price to the public and their respective affiliates the purchase price paid to the Company for the Offered Securities and such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company Company, and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereoffor any benefit they may derive from such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty in connection with the transactions contemplated by this Agreement or fiduciary dutyany matters leading up to such transactions.

No Fiduciary Duty. The Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: the Selling Stockholder acknowledge and agree that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the CompanyCompany and the Selling Stockholder, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to the Company or the Selling Stockholder in connection with this offering, the sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (iii) the relationship between the Company and the Selling Stockholder, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Selling Stockholder and the Underwriters based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding the Selling Stockholder understand and understands and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect and the Selling Stockholder shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of contrary, the Company and the Selling Stockholder acknowledge that the several Underwriters may have financial interests in the success of this public offering that are not limited to the difference between the price to the public and the purchase price paid to the Selling Stockholder for the shares and such interests may differ from the interests of the Selling Stockholder, and the Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriateSelling Stockholder for any benefit they may derive from such additional financial interests. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the The Company and the several Underwriters with respect to the subject matter hereof. The Company Selling Stockholder hereby waives waive and releasesrelease, to the fullest extent permitted by the applicable law, any claims that the Company they may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or the Selling Stockholder in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, the Selling Stockholder or any of the other stockholders, managers, employees or creditors of the Company.

No Fiduciary Duty. The Company Corporation hereby acknowledges and agrees that: (i) that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Notes Offered Shares. The Corporation further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this AgreementAgreement entered into on an arm’s length basis, including and in no event do the determination parties intend that the Underwriters act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of such purchase and sale of the public offering price of Corporation’s securities, either before or after the Notes and date hereof. The Underwriters hereby expressly disclaim any related discounts and commissionsfiduciary or similar obligations to the Corporation, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of either in connection with the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby Agreement or any matters leading up to such transactions, and the process leading Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transaction each Underwriter is transactions and has been that any opinions or views expressed by the Underwriters to the Corporation regarding such transactions, including any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Underwriters agree that the Underwriters are acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or any other party; (iii) Corporation and no Underwriter has assumed or assumed, and no Underwriter will assume an advisoryassume, agency or fiduciary any advisory responsibility in favor favour of the Company Corporation with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such any Underwriter has advised or is currently advising the Company Corporation on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof). The Company Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Corporation may have against the several Underwriters with respect to any breach or alleged breach of agency any fiduciary, advisory or fiduciary dutysimilar duty to the Corporation in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Duty. The Company acknowledges and agrees the Guarantors acknowledge and agree that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Guarantors, on the one hand, and the several Underwriters, on the other hand, and the Company is and the Guarantors are capable of evaluating and understanding and understands understand and accepts 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 Company, the Guarantors or its their respective affiliates, stockholders, creditors or employees or any other partyaffiliated party of the Company or the Guarantors; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company 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 advised or is currently advising the Company or any of the Guarantors on other matters) and no Underwriter has any obligation to the Company or any of the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has and the Guarantors have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Guarantors and the several Underwriters with respect to the subject matter hereof. The Company and the Guarantors hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company or any of the Guarantors may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyduty with respect to the offering contemplated hereby.

No Fiduciary Duty. The Company Corporation hereby acknowledges and agrees that: (i) that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Notes Offered Securities. The Corporation further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this AgreementAgreement entered into on an arm’s length basis, including and in no event do the determination parties intend that the Underwriters act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of such purchase and sale of the public offering price of Corporation’s securities, either before or after the Notes and date hereof. The Underwriters hereby expressly disclaim any related discounts and commissionsfiduciary or similar obligations to the Corporation, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of either in connection with the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby Agreement or any matters leading up to such transactions, and the process leading Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transaction each Underwriter is transactions and has been that any opinions or views expressed by the Underwriters to the Corporation regarding such transactions, including any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Underwriters agree that the Underwriters are acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or any other party; (iii) Corporation and no Underwriter has assumed or assumed, and no Underwriter will assume an advisoryassume, agency or fiduciary any advisory responsibility in favor favour of the Company Corporation with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such any Underwriter has advised or is currently advising the Company Corporation on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof). The Company Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Corporation may have against the several Underwriters with respect to any breach or alleged breach of agency any fiduciary, advisory or fiduciary dutysimilar duty to the Corporation in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Duty. The Company Corporation hereby acknowledges and agrees that: (ithat:(a) the purchase and sale of the Notes Units pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the CompanyCorporation, on the one hand, and the several UnderwritersUnderwriters and any affiliate through which they may be acting, on the other handother, (b) the Underwriters are acting as principals and not as an agents or fiduciaries of the Corporation, and (c) the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions engagement of the transactions contemplated Underwriters by this Agreement; (ii) the Corporation in connection with each transaction contemplated hereby the Offering and the process leading up to such transaction each Underwriter the Offering is as independent contractors and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or in any other party; (iii) no Underwriter has assumed or will assume an advisorycapacity. Furthermore, agency or fiduciary responsibility the Corporation agrees that it is solely responsible for making its own judgments in favor of connection with the Company with respect to any of the transactions contemplated hereby or the process leading thereto Offering (irrespective of whether such Underwriter any of the Underwriters has advised or is currently advising the Company Corporation on related or other matters) and no Underwriter has any obligation ). The Corporation agrees that it will not claim that the Underwriters owe an agency, fiduciary or similar duty to the Company Corporation in connection with respect such transaction or the process leading thereto. If this offer accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Corporation please communicate your acceptance by executing where indicated below and returning by facsimile one copy and returning by courier one originally executed copy to the offering contemplated Underwriters. Yours very truly, BEACON SECURITIES LIMITED “Xxxxx Xxxxxxx” Xxxxx Xxxxxxx Authorized Signing Officer CANACCORD GENUITY CORP. “Xxxxx Xxxxxxxx” Xxxxx Xxxxxxxx Authorized Signing Officer XXXXX XXXXXX SECURITIES INC. “Xxxxxx Xxxxxx” Xxxxxx Xxxxxx Authorized Signing Officer The foregoing is hereby except accepted and agreed to by the obligations expressly set forth undersigned as of the date first written above. SUNNIVA INC. “Xxxxxxx Xxxxxx” Xx. Xxxxxxx Xxxxxx Chairman and Chief Executive Officer SCHEDULE “A” Terms and Conditions for United States Offers and Sales As used in this Agreement; (iv) schedule, the several Underwriters and their respective affiliates may be engaged following terms shall have the meanings indicated: Affiliate means an “affiliate” as that term is defined in a broad range of transactions that involve interests that differ from those of Rule 405 under the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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.U.S. Securities Act;

No Fiduciary Duty. The Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriter, the Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the several UnderwritersUnderwriter, on the other hand; (ii) the Underwriter has been retained solely to act as the underwriter and is not acting as an advisor, expert or otherwise, to the Company in connection with this Offering, the sale of the Shares or any other services the Underwriter may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (iii) the relationship between the Company, on the one hand, and the Underwriter, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Company and the Underwriter based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation may have to the Company with respect shall be limited to the offering contemplated hereby except the those duties and obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipspecifically stated herein; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect notwithstanding anything in this Agreement to the offering contemplated hereby contrary, the Company acknowledges that the Underwriter may have financial interests in the success of the Offering that are not limited to the difference between the price to the public and the Company has consulted its own legal, accounting, regulatory and tax advisors purchase price delivered to the extent it deemed appropriate. This Agreement supersedes all prior agreements Company by the Underwriter for the Shares and understandings (whether written that such interests may differ from the interests of the Company, and the Underwriter has no obligation to disclose, or oral) between account to the Company and for any benefit that they may derive from, such additional financial interests; however, the several Underwriters with respect Underwriter represents to the subject matter hereofCompany that such interests will not interfere with the Underwriter’s ability to perform its obligations under this Agreement. The Company hereby waives and releases, to the fullest extent permitted by applicable law, any claims that the Company may have against the several Underwriters Underwriter with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriter shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of its shareholders, managers, employees or creditors.

No Fiduciary Duty. The Each of the Company and the Guarantor acknowledges and agrees that: (i) the purchase and sale of the Notes and the Guarantees pursuant to this Agreement, including the determination of the public offering price of the Notes and the Guarantees and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Guarantor, on the one hand, and the several Underwriters, on the other hand, and each of the Company and the Guarantor is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its the Guarantor or their 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 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 Guarantor on other matters) and no Underwriter has any obligation to the Company or the Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 or the Guarantor and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Guarantor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Guarantor, on the one hand, and the several Underwriters Underwriters, on the other hand, with respect to the subject matter hereof. The Each of the Company and the Guarantor hereby waives and releases, to the fullest extent permitted by law, any claims that each of the Company and the Guarantor may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Each of the Company and the Subsidiary Guarantors acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Subsidiary Guarantors, on the one hand, and the several Underwriters, on the other hand, and each of the Company and the Subsidiary Guarantors is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its any Subsidiary Guarantor or their 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 any Subsidiary 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 any Subsidiary Guarantor on other matters) and no Underwriter has any obligation to the Company or any Subsidiary Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has and the Subsidiary Guarantors have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they 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 with respect to the subject matter hereof. The Company and the Subsidiary Guarantors hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company they may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters, each of the Partnership and the Selling Unitholder acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the CompanyPartnership and the Selling Unitholder, on the one hand, and the several Underwriters, on the other; (ii) the Underwriters are not acting as advisors, expert or otherwise, to the Partnership or the Selling Unitholder in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Partnership and the Selling Unitholder, on the one hand, and the Company Underwriters, on the other, is capable of evaluating entirely and understanding and understands and accepts the termssolely commercial, 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 or 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 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 based on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreementarms-length negotiations; (iv) any duties and obligations that the several Underwriters may have to the Partnership and their respective affiliates may the Selling Unitholder shall be engaged limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in a broad range of transactions that involve interests that differ from those this Agreement to the contrary, each of the Company Partnership and the Selling Unitholder acknowledges that the several Underwriters may have financial interests in the success of the offering that are not limited to the difference between the price to the public and the purchase price paid to the Partnership and the Selling Unitholder by the Underwriters for the Units and the Underwriters have no obligation to disclose disclose, or account to the Partnership or the Selling Unitholder for, any of such interests by virtue additional financial interests. Each of any advisory, agency or fiduciary relationship; the Partnership and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company Selling Unitholder hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Partnership may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyduty with respect to the transactions contemplated by this Agreement.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-arm’s length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction the offering and sale of the Securities contemplated hereby 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 or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges and agrees the Guarantors acknowledge and agree that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and each of the Company and the Guarantors is capable of evaluating and understanding and understands and 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 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, the Guarantors or its 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 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 on other matters) and 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; (iv) 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 to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has and the Guarantors have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company Company, the Guarantors and the several Underwriters Initial Purchasers with respect to the subject matter hereof. The Each of the Company and the Guarantors hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company Each of the Transaction Entities acknowledges and agrees thatthat in connection with this offering, sale of the Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between any Transaction Entity and any other person, on the one hand, and the Underwriters, on the other, exists in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Notes Company’s securities, either before or after the date hereof; (ii) the Underwriters are not acting as advisors, expert or otherwise, to any of the Transaction Entities, including, without limitation, with respect to the determination of the public offering price of the Securities, and the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 any duties and obligations that the Company 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect Transaction Entities shall be limited to the offering contemplated hereby except the those duties and obligations expressly set forth in this Agreementspecifically stated herein; and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve have interests that differ from those of the Company and that Transaction Entities. Each of the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company Transaction Entities hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Transaction Entities may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyduty in connection with this offering.

No Fiduciary Duty. The Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, each of the Company and the Trust acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the CompanyCompany or the Trust, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company or the Trust in connection with the offering provided for herein, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Company and the Trust, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Units was established by the Company is capable and the Underwriters based on discussions and arms’ length negotiations and each of evaluating the Company and understanding the Trust understand and understands and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that the process leading Underwriters may have 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 or its affiliatesthe Trust shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, 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 with respect and the Trust acknowledge that the Underwriters may have financial interests in the success of this offering that are not limited to any of the transactions contemplated hereby or difference between the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising price to the Company on other matters) public and no Underwriter has any obligation the purchase price paid to the Company with respect to by the offering contemplated hereby except Underwriters for the obligations expressly set forth in this Agreement; (iv) the several Underwriters Units and their respective affiliates that such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company and that the several Trust, and the Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and Company or the Company has consulted its own legalTrust for any benefit that they may derive from, accounting, regulatory and tax advisors to the extent it deemed appropriatesuch additional financial interests. This Agreement supersedes all prior agreements and understandings (whether written or oral) between Each of the Company and the several Underwriters with respect to the subject matter hereof. The Company Trust hereby waives waive and releasesrelease, to the fullest extent permitted by applicable law, any claims that the Company or the Trust may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or the Trust in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, the Trust or any of their respective members, managers, employees or creditors.

No Fiduciary Duty. The Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, each of the Company acknowledges and agrees that: the Trust acknowledge and agree that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the CompanyCompany or the Trust, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company or the Trust in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Company and the Trust, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Units was established by the Company is capable and the Underwriters based on discussions and arms’ length negotiations and each of evaluating the Company and understanding the Trust understand and understands and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that the process leading Underwriters may have 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 or its affiliatesthe Trust shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility the Company and the Trust acknowledge that the Underwriters may have financial interests in favor the success of the Company 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 on other matters) and no Underwriter has any obligation Offering that are not limited to the Company with respect difference between the price to the offering contemplated hereby except public and the obligations expressly set forth in this Agreement; (iv) purchase price paid to the several Trust by the Underwriters for the Units and their respective affiliates that such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company and that the several Trust, and the Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and Company or the Company has consulted its own legalTrust for any benefit that they may derive from, accounting, regulatory and tax advisors to the extent it deemed appropriatesuch additional financial interests. This Agreement supersedes all prior agreements and understandings (whether written or oral) between Each of the Company and the several Underwriters with respect to the subject matter hereof. The Company Trust hereby waives waive and releasesrelease, to the fullest extent permitted by applicable law, any claims that the Company or the Trust may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or the Trust in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, the Trust or any of their respective members, managers, employees or creditors.

No Fiduciary Duty. The Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and, except to the extent set out in clause (xi) of Section 7 hereof are not acting as advisors, expert or otherwise, to either the Company in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other 37 hand, is entirely and solely commercial, and the price of the Units was established by the Company is capable of evaluating and understanding the Underwriters based on discussions and arms’ length negotiations and the Company understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the offering contemplated hereby except contrary, the obligations expressly set forth Company acknowledges that the Underwriters may have financial interests in this Agreement; (iv) the several success of the Offering that are not limited to the difference between the price to the public and the purchase price paid to the Company by the Underwriters for the Units and their respective affiliates that such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company Company, and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legalfor any benefit that they may derive from, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereofsuch additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by applicable law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of their respective members, managers, employees or creditors.

No Fiduciary Duty. The Each of the Company and the Guarantors acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Guarantors, on the one hand, and the several Underwriters, on the other hand, and each of the Company and the Guarantors is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company Company, the Guarantors or its 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 any of the Guarantors on other matters) and 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; (iv) 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 to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has and the Guarantors have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company Company, the Guarantors and the several Underwriters with respect to the subject matter hereof. The Each of the Company and the Guarantors hereby waives and releases, 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 Fiduciary Duty. The Company acknowledges and agrees that: (ia) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iib) 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 or its affiliates, stockholders, creditors or employees or any other party; (iiic) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (ivd) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ve) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters or the Company, each acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, experts or otherwise, to the Company in connection with this offering, the sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the offering contemplated hereby except that are not limited to the obligations expressly set forth in this Agreement; (iv) difference between the several Underwriters price to the public and their respective affiliates the purchase price paid to the Company for the shares and such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company Company, and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereoffor any benefit they may derive from such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of their respective stockholders, directors, employees or creditors.

No Fiduciary Duty. The Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby the offering of the Shares and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not acting as the financial agent, fiduciary advisor, agent expert or fiduciary otherwise of the Company Company, any of its subsidiaries, or its affiliatesmanagers, stockholders, employees or creditors or employees or any other party; (iiiii) no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company with respect to any the offering of the transactions contemplated hereby Shares or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby of the Shares except the obligations expressly set forth in this Agreement, including, without limitation, with respect to the public offering price of the Shares; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iv) any duties and obligations that the several Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; (v) notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and may have financial interests in the success of the Offering that are not limited to the several difference between the price to the public and the purchase price paid to the Company for the Shares and such interests may differ from the interests of the Company, and the Underwriters have no obligation to disclose disclose, or account to the Company for any of benefit they may derive from such interests by virtue of any advisory, agency or fiduciary relationshipadditional financial interests; and (vvi) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Shares and the Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, any of its subsidiaries, or its stockholders, managers, employees or creditors or any other party.

No Fiduciary Duty. The Company Each of the Transaction Entities acknowledges and agrees thatthat in connection with this offering, sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between any Transaction Entity and any other person, on the one hand, and the Underwriters, on the other, exists in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Notes Company’s securities, either before or after the date hereof; (ii) the Underwriters are not acting as advisors, expert or otherwise, to any of the Transaction Entities, including, without limitation, with respect to the determination of the public offering price of the Shares, and the purchase and sale of the Shares pursuant to this Agreement, including the determination of the initial public offering price of the Notes Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 any duties and obligations that the Company 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect Transaction Entities shall be limited to the offering contemplated hereby except the those duties and obligations expressly set forth in this Agreementspecifically stated herein; and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve have interests that differ from those of the Company and that Transaction Entities. Each of the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company Transaction Entities hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Transaction Entities may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyduty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) that the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not in the financial advisor, agent or fiduciary capacity of the Company or 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 arm’s length contractual counterparty to the Company with respect to the offering of Class B Certificates contemplated hereby (including in connection with determining the terms of such offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any of its subsidiaries. Additionally, the transactions contemplated hereby Underwriter is not advising the Company or any of its subsidiaries as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of the Class B Certificates or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising AAG or the Company on other matters) ). The Underwriter advises that it and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective its affiliates may be are engaged in a broad range of transactions securities and financial services and that it and its affiliates may enter into contractual relationships with purchasers or potential purchasers of the securities of the Company or its affiliates and that some of these services or relationships may involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have need not provided any legal, accounting, regulatory or tax advice with respect be disclosed to the offering contemplated hereby and the Company, unless otherwise required by law. The Company has consulted with its own legaladvisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, accounting, regulatory and tax advisors the Underwriter shall not have any responsibility or liability to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written Company or oral) between the Company and the several Underwriters any of its subsidiaries or affiliates with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the subject matter hereofbenefit of the Underwriter and shall not be on behalf of the Company. The Company hereby waives and releaseswaives, to the fullest extent permitted by law, any claims that the Company it may have against the several Underwriters with respect to any Underwriter for breach of fiduciary duty or alleged breach of agency fiduciary duty and agrees that the Underwriter shall not have any liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim.

No Fiduciary Duty. The Company hereby acknowledges and agrees thatthat in connection with the sale of the Shares or any other services the Manager may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Manager: (i) no fiduciary or agency relationship between the purchase Company and sale of any other person, on the Notes pursuant one hand, and the Manager, on the other, exists; (ii) the Manager is not acting as advisor, expert or otherwise, to this Agreementthe Company, including including, without limitation, with respect to the determination of the public offering sale price of the Notes Shares, and any related discounts and commissions, is an arm’s-length commercial transaction such relationship between the Company, on the one hand, and the several UnderwritersManager, on the other handother, is entirely and the Company is capable of evaluating and understanding and understands and accepts the termssolely commercial, 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 or its affiliates, stockholders, creditors or employees or any other partybased on arm’s-length negotiations; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any duties and obligations that the Company 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 on other matters) and no Underwriter has any obligation Manager may have to the Company with respect shall be limited to the offering contemplated hereby except the those duties and obligations expressly set forth in this Agreementspecifically stated herein; and (iv) the several Underwriters Manager and their respective its affiliates may be engaged in a broad range of transactions that involve have interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereofCompany. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters Manager with respect to any breach of fiduciary duty in connection with the offering. If the foregoing correctly sets forth the understanding between the Company and the Manager, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company and the Manager. Very truly yours, COMPANY: MAIN STREET CAPITAL CORPORATION By Name: Title: ACCEPTED as of the date first above written [·] By: Name: Title: Annex I [FORM OF TERMS AGREEMENT] Main Street Capital Corporation [ ] Shares of Common Stock (par value $0.01 per share) TERMS AGREEMENT [DATE] [Insert Bank & Address] Ladies and Gentlemen: Main Street Capital Corporation, a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Equity Distribution Agreement, dated [DATE] (the “Equity Distribution Agreement”), by and between the Company and [·] (the “Manager”), to issue and sell to the Manager the securities specified in Schedule I hereto (the “Purchased Securities”)[, and solely for the purpose of covering over-allotments, to grant to the Manager the option to purchase the additional securities specified in Schedule I hereto (the “Additional Securities”)]. [The Manager shall have the right to purchase from the Company all or alleged breach a portion of agency the Additional Securities as may be necessary to cover over-allotments made in connection with the offering of the Purchased Securities, at the same purchase price per share to be paid by the Manager to the Company for the Purchased Securities. This option may be exercised by the Manager at any time (but not more than once) on or fiduciary dutybefore the 30th day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Time of Delivery (as set forth in Schedule I hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Purchased Securities.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by the Manager, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement[ and][,] the Time of Delivery[ and any Option Closing Date], except that each representation and warranty in Section 2 of the Equity Distribution Agreement which makes reference to the Prospectus (as therein defined) shall be deemed to be a representation and warranty as of the date of the Equity Distribution Agreement in relation to the Prospectus, and also a representation and warranty as of the date of this Terms Agreement[ and] [,] the Time of Delivery[ and any Option Closing Date] in relation to the Prospectus as amended and supplemented to relate to the Purchased Securities. [An amendment to the Registration Statement (as defined in the Equity Distribution Agreement), or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities[ and the Additional Securities], in the form heretofore delivered to the Manager is now proposed to be filed with the Commission.] Subject to the terms and conditions set forth herein and in the Equity Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Manager and the latter agrees to purchase from the Company the number of shares of the Purchased Securities at the time and place and at the purchase price set forth in Schedule I hereto. All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Equity Distribution Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Manager and the Company. Very truly yours, COMPANY: MAIN STREET CAPITAL CORPORATION By Name: Title: ACCEPTED as of the date first above written [·] By: Name: Title: Schedule I to the Terms Agreement Title of Purchased Securities[ and Additional Securities]: Common Stock, par value $0.01 per share Number of Purchased Securities: [Number of Additional Securities:] [Price to Public:] Purchase Price by the Manager: Method of and Specified Funds for Payment of Purchase Price: By wire transfer to a bank account specified by the Company in same day funds.

No Fiduciary Duty. The Each of the Company and the Guarantor acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Guarantor, on the one hand, and the several Underwriters, on the other hand, and each of the Company and the Guarantor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction the transactions contemplated hereby by this Agreement and the process leading to such transaction transactions, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its affiliatesthe 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 Guarantor with respect to any of the transactions contemplated hereby by this Agreement or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantor on other matters) and no Underwriter has any obligation to the Company or the Guarantor with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement; (iv) 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 or the Guarantor and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and each of the Company and the Company Guarantor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Guarantor, on the one hand, and the several Underwriters Underwriters, on the other hand, with respect to the subject matter hereof. The Each of the Company and the Guarantor hereby waives and releases, to the fullest extent permitted by law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Each of the Company and the Selling Shareholder acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-arm’s length commercial transaction between the CompanyCompany and the Selling Shareholder, on the one hand, and the several Underwriters, on the other hand, and each of the Company and the Selling Shareholder is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its the Selling Shareholder 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 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 Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or the Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 or the Selling Shareholder and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Selling Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate; and (vi) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters with respect to any entity or natural person. The Selling Shareholder further acknowledges and agrees that, although the Underwriters may provide the Selling Shareholder with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the offering, the Underwriters are not making a recommendation to the Selling Shareholder to participate in the offering or sell any Securities at the price per share set forth in Schedule A, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company Company, the Selling Shareholder and the several Underwriters with respect to the subject matter hereof; provided, however, that Section 1.9 of the Registration Rights Agreement, dated as of September 4, 2020, among the Company and the Selling Shareholder, shall continue in full force and effect and shall not be subject to or limited by this Agreement. The Each of the Company and the Selling Shareholder hereby waives and releases, to the fullest extent permitted by law, any claims that each of the Company and the Selling Shareholder may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company acknowledges Company, the Operating Partnership and agrees that: the Selling Stockholders hereby acknowledge that in connection with the offering of the Securities (ia) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the Company, the Operating Partnership and the Selling Stockholders, on the one hand, and the several UnderwritersUnderwriters and any affiliate through which it may be acting, on the other hand, and the Company is capable Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company, the Operating Partnership, any of evaluating the Selling Stockholders or any other person; (b) the Underwriters owe the Company, the Operating Partnership and understanding each Selling Stockholder only those duties and understands obligations set forth in this Agreement, any contemporaneous written agreements and accepts prior written agreements (to the termsextent not superseded by this Agreement), risks if any, (c) the Underwriters may have interests that differ from those of the Company, the Operating Partnership and conditions each Selling Stockholder, (d) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by this Agreement; the Underwriters with respect to any entity or natural person, (iie) in connection with each transaction contemplated hereby and 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 an agent or fiduciary of the Company or its affiliatesCompany, stockholders, creditors or employees or any other partythe Operating Partnership and the Selling Stockholders; and (iiif) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor the Company’s and Selling Stockholders’ engagement of the Company Underwriters in connection 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. Furthermore, the Company, the Operating Partnership and the Selling Stockholders agree that they are solely responsible for making their own judgments in connection with the offering (irrespective of whether such Underwriter any of the Underwriters has advised or is currently advising the Company Company, the Operating Partnership or the Selling Stockholders on related or other matters) ). The Company, the Operating Partnership and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions Selling Stockholders agree that involve interests they will not claim that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided rendered advisory services of any legalnature or respect, accountingor owe an agency, regulatory fiduciary or tax advice with respect similar duty to the offering contemplated hereby Company, the Operating Partnership and the Company has consulted its own legalSelling Stockholders, accountingin connection with such transaction or the process leading thereto. The Company, regulatory the Operating Partnership and tax advisors each Selling Shareholder waive to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest full extent permitted by law, applicable law any claims that the Company it may have against the several Underwriters with respect to any breach or arising from an alleged breach of agency fiduciary duty in connection with the offering of the Securities. Each Selling Stockholder further acknowledges and agrees that, although the Underwriters may provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures or fiduciary dutyother related documentation in connection with the offering, the Underwriters are not making a recommendation to any Selling Stockholder to participate in the offering or sell any Securities at the purchase price, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) Notwithstanding any pre-existing relationship, advisory or otherwise, between the purchase and sale parties or any oral representations or assurances previously or subsequently made by any of the Notes pursuant to this AgreementUnderwriters, including the determination of Partnership Parties and the public offering price of the Notes Selling Unitholders acknowledge and any related discounts and commissions, is an arm’s-length commercial transaction agree that (a) nothing herein shall create a fiduciary or agency relationship between the CompanyPartnership Parties and the Selling Unitholders, on the one hand, and the several Underwriters, on the other hand; (b) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Partnership Entities or the Selling Unitholders in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (c) the relationship between the Partnership Parties and the Selling Unitholders, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the Company is capable price of evaluating the Units was established by the Partnership Entities, the Selling Unitholders and understanding the Underwriters based on discussions and understands arms’ length negotiations and accepts the Partnership Parties and the Selling Unitholders understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iid) any duties and obligations that the Underwriters may have to the Partnership Parties or the Selling Unitholders shall be limited to those duties and obligations specifically stated herein; and (e) notwithstanding anything in connection with each transaction contemplated hereby this Agreement to the contrary, the Partnership Parties and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not Selling Unitholders acknowledge that the Underwriters may have financial advisor, agent or fiduciary interests in the success of the Company Offering that are not limited to the difference between the price to the public and the purchase price paid to the Partnership or 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 the Selling Unitholders for the Units and such interests may differ from the interests of the Company with respect to any of Partnership Parties and the transactions contemplated hereby or Selling Unitholders, and the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby Partnership Parties or the Selling Unitholders for any benefit they may derive from such additional financial interests. The Partnership Parties and the Company has consulted its own legal, accounting, regulatory Selling Unitholders hereby waive and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company hereby waives and releasesrelease, to the fullest extent permitted by the applicable law, any claims that the Company they may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Partnership Parties or the Selling Unitholders in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Partnership Parties or the Selling Unitholders or any of their unitholders, managers, employees or creditors.

No Fiduciary Duty. The Company acknowledges Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters, each of the NRP Parties and agrees the Selling Unitholder acknowledge and agree that: (i) nothing herein shall create a fiduciary or agency relationship between any NRP Party or the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanySelling Unitholder, on the one hand, and the several Underwriters, on the other; (ii) the Underwriters are not acting as advisors, expert or otherwise, to either any NRP Party or the Selling Unitholder in connection with this offering, sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between any NRP Party and the Selling Unitholder, on the one hand, and the Company Underwriters, on the other, is capable of evaluating entirely and understanding and understands and accepts the termssolely commercial, 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 or 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 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 based on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreementarms-length negotiations; (iv) any duties and obligations that the several Underwriters may have to any NRP Party or the Selling Unitholder shall be limited to those duties and their respective affiliates may be engaged obligations specifically stated herein; and (v) notwithstanding anything in a broad range of transactions that involve interests that differ from those this Agreement to the contrary, each of the Company NRP Parties and the Selling Unitholder acknowledge that the several Underwriters may have financial interests in the success of the Offering that are not limited to the difference between the price to the public and the purchase price paid to the Selling Unitholder by the Underwriters for the Units and the Underwriters have no obligation to disclose disclose, or account to any NRP Party or the Selling Unitholder for, any of such interests by virtue additional financial interests. Each of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby NRP Parties and the Company has consulted its own legal, accounting, regulatory Selling Unitholder hereby waive and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company hereby waives and releasesrelease, to the fullest extent permitted by law, any claims that any NRP Party or the Company Selling Unitholder may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company Parent Guarantor and the Issuer each acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyParent Guarantor and the Issuer, on the one hand, and the several UnderwritersUnderwriter, on the other hand, and the Company Parent Guarantor and the Issuer is each capable of evaluating and understanding and understands and 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 each the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company Parent Guarantor or its the Issuer or their affiliates, stockholders, creditors or employees or any other party; (iii) no the Underwriter has not assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company Parent Guarantor or the Issuer 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 Parent Guarantor or the Issuer on other matters) and no the Underwriter has does not have any obligation to the Company Parent Guarantor or the Issuer with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Parent Guarantor and the Issuer and that the several Underwriters have Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and Parent Guarantor and the Company Issuer has consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between among the Company Parent Guarantor, the Issuer and the several Underwriters Underwriter, or any of them, with respect to the subject matter hereof. The Company Parent Guarantor and the Issuer each hereby waives and releases, jointly and severally, to the fullest extent permitted by law, any claims that the Company Parent Guarantor or the Issuer may have against the several Underwriters Underwriter with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company acknowledges and agrees thatthat in connection with this offering and sale of the Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between the purchase Company and sale of any other person, on the Notes pursuant one hand, and the Underwriters, on the other hand, exists; (ii) the Underwriters are not acting as advisors, expert or otherwise, to this Agreementthe Company, including including, without limitation, with respect to the determination of the public offering price of the Notes Securities, and any related discounts and commissions, is an arm’s-length commercial transaction such relationship between the Company, on the one hand, and the several Underwriters, on the other hand, is entirely and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been acting solely as a principal commercial and is not the financial advisor, agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or any other partybased on arms’-length negotiations; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any duties and obligations that the Company 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to the offering contemplated hereby except the those duties and obligations expressly set forth in this Agreementspecifically stated herein; and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve have interests that differ from those of the Company and that Company. To the several Underwriters have no obligation to disclose any of such interests full extent allowed by virtue of any advisorylaw, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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.duty in connection with this offering. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, ARIZONA PUBLIC SERVICE COMPANY By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written, on behalf of themselves and the other several Underwriters named in Exhibit A hereto. Barclays Capital Inc. Citigroup Global Markets Inc. SunTrust Xxxxxxxx Xxxxxxxx, Inc. Xxxxx Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC X.X. Xxxx & Associates, Inc. KeyBanc Capital Markets Inc. PNC Capital Markets LLC By: Barclays Capital Inc. As Representative of the Several Underwriters By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Managing Director By: Citigroup Global Markets Inc. As Representative of the Several Underwriters By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director By: SunTrust Xxxxxxxx Xxxxxxxx, Inc. As Representative of the Several Underwriters By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director By: Xxxxx Fargo Securities, LLC As Representative of the Several Underwriters By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director Exhibit A Underwriter Principal Amount of Securities Purchase Price for Securities* Barclays Capital Inc. $ 78,750,000 $ 77,834,925 Citigroup Global Markets Inc. $ 78,750,000 $ 77,834,925 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 78,750,000 $ 77,834,925 Xxxxx Fargo Securities, LLC $ 78,750,000 $ 77,834,925 BB&T Capital Markets, a division of BB&T Securities, LLC $ 8,750,000 $ 8,648,325 X.X. Xxxx & Associates, Inc. $ 8,750,000 $ 8,648,325 KeyBanc Capital Markets Inc. $ 8,750,000 $ 8,648,325 PNC Capital Markets LLC $ 8,750,000 $ 8,648,325 Total $ 350,000,000 $ 345,933,000 * Reflecting a purchase price of 98.838% of the principal amount of the Securities. Exhibit B

No Fiduciary Duty. The Company acknowledges and agrees thatCorporation hereby: (i) acknowledges and agrees that the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an transactions contemplated hereunder are arm’s-length commercial transaction transactions between the CompanyCorporation, on the one hand, and the several UnderwritersAgents and any affiliate through which they may be acting, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreementother; (ii) acknowledges and agrees that the Agents are acting as agents but not as fiduciary of the Corporation; (iii) acknowledges and agrees that the Corporation’s engagement of the Agents in connection with each transaction contemplated hereby the Offering and the process leading up to such transaction each Underwriter the Offering is as agents and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or in any other partycapacity; (iiiiv) no Underwriter has assumed acknowledges and agrees that the Agents have certain statutory obligations as registrants under Securities Laws and have certain relationships with their clients; and (v) consents to the Agents acting hereunder while continuing to act for their clients. To the extent that the Agents’ statutory obligations as registrants under Securities Laws or will assume an advisoryrelationships with their client conflicts with their obligations hereunder, agency the Agents shall be entitled to fulfil their statutory obligations as registrants under Securities Laws and their duties to their clients. Nothing in the Agreement shall be interpreted to prevent the Agents from fulfilling their statutory obligations as registrants under Securities Laws or fiduciary responsibility acting for their clients. Furthermore, the Corporation agrees that it is solely responsible for making its own judgments in favor of connection with the Company with respect to any of the transactions contemplated hereby or the process leading thereto Offering (irrespective of whether such Underwriter has any of the Agents have advised or is currently advising the Company Corporation on related or other matters) ). The Agents have not rendered advisory services beyond those, if any, required of an investment dealer by Securities Laws in respect of an offering of the nature contemplated by the Agreement and no Underwriter has any obligation the Corporation agrees that it will not claim that the Agents have rendered advisory services beyond those, if any, required of an investment dealer by Securities Laws in respect of the Offering, or that the Agents owe a fiduciary or similar duty to the Company Corporation, in connection with respect to such transaction or the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 dutyprocess leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that: that (ia) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and 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 each Underwriter is and has been Underwriters are acting solely as a principal and is not the financial advisor, as an agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or and (b) their engagement of Underwriters in connection with the offering of the Securities is as independent contractors and not in any other party; (iii) no Underwriter has assumed or will assume an advisorycapacity. Furthermore, agency or fiduciary responsibility the Company agrees that it is solely responsible for making its own judgments in favor connection with the offering of the Company with respect to any of the transactions contemplated hereby or the process leading thereto Securities (irrespective of whether such Underwriter any of the Underwriters has advised or is currently advising the Company on related or other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof). The Company hereby waives and releaseswaives, to the fullest extent permitted by law, any claims that the Company it may have against the several Underwriters with respect to any for breach of fiduciary duty or alleged breach of agency fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty.duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, TALEO CORPORATION By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC Acting on behalf of itself and as a Representative of the several Underwriters named in the attached Schedule I By: Credit Suisse Securities (USA) LLC By: Name: Title: X.X. XXXXXX SECURITIES INC. Acting on behalf of itself and as a Representative of the several Underwriters named in the attached Schedule I By: X.X. Xxxxxx Securities Inc. By: Name: Title: SCHEDULE I Underwriters Number of Underwritten Securities to be Purchased Credit Suisse Securities (USA) LLC [•] X.X. Xxxxxx Securities Inc. [•] Xxxxxxxxxxx & Co. Inc. [•] Total [•] SCHEDULE II Pricing Information and General Use Free Writing Prospectuses

No Fiduciary Duty. The Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriter, the Company acknowledges and agrees that: each of the Selling Stockholders acknowledge and agree that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the CompanyCompany or the Selling Stockholders, on the one hand, and the several UnderwritersUnderwriter, on the other hand; (ii) the Underwriter has been retained solely to act as an underwriter and is not acting as advisors, expert or otherwise, to either the Company or the Selling Stockholders in connection with this offering, the sale of the Shares, or any other services the Underwriter may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (iii) the relationship between the Company and the Selling Stockholders, on the one hand, and the Underwriter, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Company, the Selling Stockholders, and the Underwriter based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding the Selling Stockholders understand and understands and accepts accept the terms, risks risks, and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that the process leading Underwriter may have 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 or 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 with respect Selling Stockholders shall be limited 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 on other matters) those duties and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipspecifically stated herein; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect notwithstanding anything in this Agreement to the offering contemplated hereby and the Company has consulted its own legalcontrary, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect Selling Stockholders acknowledge that the Underwriter may have financial interests in the success of the offering that are not limited to the subject matter hereofdifference between the price to the public and the purchase price paid to the Company and the Selling Stockholders for the Shares and such interests may differ from the interests of the Company and the Selling Stockholders, and the Underwriter has no obligation to disclose, or account to the Company or the Selling Stockholders for any benefit it may derive from such additional financial interests. The Company and the Selling Stockholders hereby waives waive and releasesrelease, to the fullest extent permitted by the applicable law, any claims that the Company they may have against the several Underwriters Underwriter with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriter shall have no liability (whether direct or indirect) to the Company or the Selling Stockholders in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of its shareholders, managers, employees, or creditors or the Selling Stockholders.

No Fiduciary Duty. The Company acknowledges and agrees thatthe Selling Stockholders acknowledge and agree that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between the purchase Company, the Selling Stockholders and sale of any other person, on the Notes pursuant one hand, and the Underwriters, on the other, exists with respect to the transactions contemplated by this AgreementAgreement or the Prospectus; (ii) the Underwriters are not acting, including with respect to the transactions contemplated by this Agreement or the Prospectus, as advisors, expert or otherwise, to either the Company or the Selling Stockholders, including, without limitation, with 28 respect to the determination of the public offering price of the Notes Stock, and any related discounts and commissions, is an arm’s-length commercial transaction such relationship between the CompanyCompany and the Selling Stockholders, on the one hand, and the several Underwriters, on the other handother, is entirely and the Company is capable of evaluating and understanding and understands and accepts the termssolely commercial, 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 or its affiliates, stockholders, creditors or employees or any other partybased on arms-length negotiations; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any duties and obligations that the Company 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company or the Selling Stockholders in connection with respect to the offering contemplated hereby except of the Stock shall be limited to those duties and obligations expressly set forth in this Agreementspecifically stated herein; and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve have interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriateSelling Stockholders. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the The Company and the several Underwriters with respect to the subject matter hereof. The Company Selling Stockholders hereby waives and releases, to the fullest extent permitted by law, waive any claims that the Company or the Selling Stockholders may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyduty in connection with the offering contemplated hereby.

No Fiduciary Duty. The Company hereby acknowledges and agrees that: that (ia) the purchase and sale of the Notes Common Stock pursuant to this Agreement, including the determination of the public offering price of the Notes Common Stock and any related discounts and or commissions, is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriters and Forward Sellers or any affiliate through which they may be acting, on the other handother, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iib) 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, as an agent or fiduciary of the Company Company, or its affiliates, stockholders, creditors or creditors, employees or any other party; , (iiic) its engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity, (d) no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter any of the Underwriters has advised or is currently advising the Company on related or other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; Agreement and (ive) 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. Furthermore, the Company and agrees that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice it is solely responsible for making its own judgments in connection with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. (The remainder of this page is intentionally left blank) If the foregoing is in accordance with your understanding of our agreement, please sign and understandings (whether written or oral) between return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, AMERICAN CAPITAL STRATEGIES, LTD. By: Name: Title: [Underwriter(s)] By: Name: Title: (The remainder of this page is intentionally left blank) The foregoing Underwriting Agreement is hereby confirmed and accepted by the several Underwriters with respect as of the date first above written. [Underwriter(s)] On their behalf: By: [Underwriter] By: Name: Title: SCHEDULE A Underwriters Number of Firm Shares Total SCHEDULE B-1 Name Number of Firm Shares to the subject matter hereof. The Company hereby waives and releasesbe Sold Maximum Number of Option Shares to be Sold American Capital Strategies, Ltd. SCHEDULE B-2 Name Number of Firm Shares to the fullest extent permitted be Sold SCHEDULE C Firm Shares of Common Stock Public Offering Price Per Share Price Per Share Paid 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.Discount Per Share

No Fiduciary Duty. The Company hereby acknowledges and agrees that: that (ia) the purchase and sale of the Notes Common Stock pursuant to this Agreement, including the determination of the public offering price of the Notes Common Stock and any related discounts and or commissions, is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriters and Forward Sellers or any affiliate through which they may be acting, on the other handother, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iib) 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, as an agent or fiduciary of the Company Company, or its affiliates, stockholders, creditors or creditors, employees or any other party; , (iiic) its engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity, (d) no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter any of the Underwriters has advised or is currently advising the Company on related or other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; Agreement and (ive) 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. Furthermore, the Company and agrees that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice it is solely responsible for making its own judgments in connection with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. (The remainder of this page is intentionally left blank) If the foregoing is in accordance with your understanding of our agreement, please sign and understandings (whether written or oral) between return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, AMERICAN CAPITAL STRATEGIES, LTD. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive VP & CFO CITIGROUP GLOBAL MARKETS INC. By: /s/ Alexander Pretzner Name: Alexander Pretzner Title: Vice President WACHOVIA CAPITAL MARKETS, LLC By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Senior Vice President (The remainder of this page is intentionally left blank) The foregoing Underwriting Agreement is hereby confirmed and accepted by the several Underwriters with respect as of the date first above written. Citigroup Global markets Inc. Wachovia Capital Markets, LLC X.X. Xxxxxx Securities Inc. UBS SECURITIES LLC X.X. XXXXXXX & SONS, INC. BB&T CAPITAL MARKETS, A DIVISION OF XXXXX & XXXXXXXXXXXX BEAR, XXXXXXX & CO. INC. BNP PARIBAS SECURITIES CORP. CALYON SECURITIES (USA) INC. XXXXX XXXXXXX & CO. RBC CAPITAL MARKETS CORPORATION On their behalf: By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Alexander Pretzner Name: Alexander Pretzner Title: Vice President SCHEDULE A Underwriters Number of Firm Shares Citigroup Global Markets Inc. 3,180,000 Wachovia Capital Markets, LLC 3,180,000 X.X. Xxxxxx Securities Inc. 1,440,000 UBS Securities LLC 1,440,000 X.X. Xxxxxxx & Sons, Inc. 720,000 Bear, Xxxxxxx & Co. Inc. 720,000 BB&T Capital Markets, a division of Xxxxx & Xxxxxxxxxxxx 360,000 Xxxxx Xxxxxxx & Co. 360,000 Calyon Securities (USA) Inc. 200,000 BNP Paribas Securities Corp. 200,000 RBC Capital Markets Corporation 200,000 Total 12,000,000 SCHEDULE B-1 Name Number of Firm Shares to the subject matter hereof. The Company hereby waives and releasesbe Sold Maximum Number of Option Shares to be Sold American Capital Strategies, Ltd. 8,000,000 1,800,000 SCHEDULE B-2 Name Number of Firm Shares to the fullest extent permitted be Sold Citigroup Global Markets Inc. 2,000,000 Wachovia Capital Markets, LLC 2,000,000 SCHEDULE C Firm Shares of Common Stock Public Offering Price Per Share Price Per Share Paid 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.Discount Per Share $35.31 $33.9859 $1.3241