Common use of Absence of Fiduciary Relationship Clause in Contracts

Absence of Fiduciary Relationship. Each of the Company and Holding acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Notes and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offering; (b) the price of the Offered Notes set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or Holding, including stockholders, employees or creditors of the Company or Holding.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) each of the Underwriters have been retained is acting solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding Company, on the one hand, and any of the Underwriters Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not any of the Underwriters have has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the public offering price of the Offered Notes Securities and the price to be paid by the Underwriters for the Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding Representatives; (c) it is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (cd) it has been advised is aware that the Underwriters and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that none of the Underwriters have no has any obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationshiprelationship or otherwise; and (de) it waives, to the fullest extent permitted by law, any claims it may have against any of the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that none of the Underwriters shall have no any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or Holding it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company or Holding, including any stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) each of the Underwriters have been retained is acting solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding Company, on the one hand, and any of the Underwriters Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not any of the Underwriters have has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the public offering price of the Offered Notes Securities and the price to be paid by the Underwriters for the Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding Representative; (c) it is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (cd) it has been advised is aware that the Underwriters and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that none of the Underwriters have no has any obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationshiprelationship or otherwise; and (de) it waives, to the fullest extent permitted by law, any claims it may have against any of the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that none of the Underwriters shall have no any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or Holding it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company or Holding, including any stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the Company and Holding AHFC acknowledges and agrees that: (a) the The Underwriters have been retained agreed solely to act as underwriters Underwriters in connection with the sale of the Offered Underwritten Notes pursuant to this Agreement and that no fiduciary, advisory or agency relationship between each of the Company and AHFC and the Representatives or Holding and any of the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have any Underwriter has advised or are is advising the Company or Holding AHFC on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Underwritten Notes set forth in this Agreement was established by the Company and/or AHFC following discussions and arms-length negotiations with the Underwriters Representatives and each of the Company and Holding AHFC is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and/or AHFC and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding AHFC by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters any Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty arising out of this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding AHFC in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingAHFC, including stockholders, employees or creditors of the Company or HoldingAHFC.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges the Operating Partnership acknowledge and agrees agree that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding the Operating Partnership and the Underwriters has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company Company, or Holding the Operating Partnership on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Securities set forth in this Agreement was established by the Company and the Underwriters following discussions and armsarm’s-length negotiations with the Underwriters and each of the Company Company, and Holding is the Company, and the Operating Partnership are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has they have been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding or the Operating Partnership, and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding the Operating Partnership by virtue of any fiduciary, advisory or agency relationship; and (d) it waivesthey waive, to the fullest extent permitted by law, any claims it they may have against the Underwriters Underwriters, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding the Operating Partnership in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or Holdingthe Operating Partnership.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: : (a) the Underwriters have Placement Agent has been retained solely to act as underwriters Placement Agent in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Placement Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Placement Agent has advised or are is advising the Company or Holding on other matters and that the Placement Agent owes the Company only those duties and Holding agree that they are solely responsible for making their own judgments obligations set forth in connection with the offering; this Agreement; (b) the price Unit Purchase Price and other terms of the Offered Notes Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters Placement Agent and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Underwriters Placement Agent and their its affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and Holding and that the Underwriters have Placement Agent has no obligation to disclose such interests interest and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and and (d) it waiveshas been advised that the Placement Agent is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Placement Agent, and not on behalf of the Company and that the Placement Agents may have interests that differ from those of the Company. The Company waives to the fullest full extent permitted by law, applicable law any claims it may have against the Underwriters for breach of fiduciary duty or Placement Agent arising from an alleged breach of fiduciary duty and agrees that in connection with the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or Holding, including stockholders, employees or creditors of the Company or HoldingOffering.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters have Placement Agent’s responsibility to the Company is solely contractual in nature, the Placement Agent has been retained solely to act as underwriters Placement Agent in connection with the sale of the Offered Notes Offering and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Placement Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Placement Agent has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Placement Agent and each of the Purchasers, and the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Placement Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have Placement Agent has no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Placement Agent shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges the Manager acknowledge and agrees agree that: (a) the The Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Manager on the one hand, and the Underwriters on the other has been created in respect of any of the transactions contemplated by this AgreementAgreement or the Final Prospectus, irrespective of whether the Underwriters have advised or are is advising the Company or Holding the Manager on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the The price of the Offered Notes Securities set forth in this Agreement was established by the Company following discussions and arms-’ length negotiations with the Underwriters Underwriters, and each of the Company and Holding is the Manager are capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has The Company and the Manager have been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding or the Manager, and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding the Manager by virtue of any fiduciary, advisory or agency relationship; and (d) it Each of the Company and the Manager waives, to the fullest extent permitted by law, any claims it they may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding the Manager in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or Holdingthe Manager, including stockholdersshareholders, employees or creditors of the Company or Holdingthe Manager.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges the Manager acknowledge and agrees agree that: (a) the The Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Manager on the one hand, and the Underwriters on the other has been created in respect of any of the transactions contemplated by this AgreementAgreement or the Final Prospectus, irrespective of whether the Underwriters have advised or are is advising the Company or Holding the Manager on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the The price of the Offered Notes Securities set forth in this Agreement was established by the Company following discussions and arms-' length negotiations with the Underwriters Underwriters, and each of the Company and Holding is the Manager are capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has The Company and the Manager have been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding or the Manager, and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding the Manager by virtue of any fiduciary, advisory or agency relationship; and (d) it Each of the Company and the Manager waives, to the fullest extent permitted by law, any claims it they may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding the Manager in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or Holdingthe Manager, including stockholdersshareholders, employees or creditors of the Company or Holdingthe Manager.

Absence of Fiduciary Relationship. Each of the Company and Holding The Partnership acknowledges and agrees that: (a) each of the Underwriters have been retained is acting solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding Partnership, on the one hand, and any of the Underwriters Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not any of the Underwriters have has advised or are is advising the Company or Holding Partnership on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the public offering price of the Offered Notes Securities and the price to be paid by the Underwriters for the Securities set forth in this Agreement was were established by the Company Partnership following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding Representatives; (c) it is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (cd) it has been advised is aware that the Underwriters and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and Partnership that none of the Underwriters have no has any obligation to disclose such interests and transactions to the Company or Holding Partnership by virtue of any fiduciary, advisory or agency relationshiprelationship or otherwise; and (de) it waives, to the fullest extent permitted by law, any claims it may have against any of the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that none of the Underwriters shall have no any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or Holding it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company Partnership or Holdingany unitholders, including stockholders, partners employees or creditors of the Company or HoldingPartnership.

Absence of Fiduciary Relationship. Each of the Company and Holding the Bank acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Notes and that no fiduciary, advisory or agency relationship between the Company or Holding the Bank and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company or Holding the Bank on other matters and the Company and Holding the Bank agree that they are solely responsible for making their own judgments in connection with the offering; (b) the price of the Offered Notes set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding the Bank is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding the Bank and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding the Bank by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding the Bank in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or Holdingthe Bank, including stockholders, employees or creditors of the Company or Holdingthe Bank.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding Company, on the one hand, and the Underwriters Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offering; matters; (b) the price and other terms of the Offered Notes Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have no obligation to disclose such interests interest and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees has been advised that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding are acting, in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of or in right of the Company or Holding, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) Each Placement Agent’s responsibility to the Underwriters have Company is solely contractual in nature, such Placement Agent has been retained solely to act as underwriters Placement Agent in connection with the sale of the Offered Notes Offering and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters such Placement Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have such Placement Agent has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Units set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Placement Agents and each of the Purchasers, and the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters each Placement Agent and their its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have such Placement Agent has no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Placement Agents for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Placement Agents shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholdersshareholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters have Rxxxxxx Jxxxx has been retained solely to act as underwriters agent in connection with the sale of the Offered Notes Shares and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Rxxxxxx Jxxxx has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Rxxxxxx Jxxxx has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it the Company has been advised that the Underwriters Rxxxxxx Jxxxx and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have Rxxxxxx Jxxxx has no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it the Company waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Rxxxxxx Jxxxx, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Rxxxxxx Jxxxx shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, partners, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: : (a) the Underwriters have Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters has Representative have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offering; matters; (b) the price and other terms of the Offered Notes Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters Representative and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have Representative has no obligation to disclose such interests interest and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; (e) it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholdersshareholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the Company and Holding Nelnet Funding acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Notes and agree with Nelnet Funding that no fiduciary, advisory or agency relationship between the Company or Holding Nelnet Funding and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company or Holding Nelnet Funding on other matters and the Company and Holding further agree that they are solely responsible for making their own judgments in connection with the offeringUnderwriters owe Nelnet Funding only those duties and obligations set forth herein; (b) the price of the Offered Notes set forth in this Agreement was established by the Company Nelnet Funding following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding Nelnet Funding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it Nelnet Funding has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding Nelnet Funding and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding Nelnet Funding by virtue of any fiduciary, advisory or agency relationship; and (d) it Nelnet Funding waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding Nelnet Funding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingNelnet Funding, including stockholders, employees or creditors of the Company or HoldingNelnet Funding.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters have Underwriter’s responsibility to the Company is solely contractual in nature, the Underwriter has been retained solely to act as underwriters Underwriter in connection with the sale of the Offered Notes Offering and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter or Lazard Frères & Co. LLC has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Units set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter, and each of the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and Lazard Frères & Co. LLC and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have Underwriter has no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) each of the Underwriters have been retained is acting solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding Company, on the one hand, and any of the Underwriters Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters have has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the public offering price of the Offered Notes Securities and the price to be paid by the Underwriters for the Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this AgreementRepresentatives; (c) it has been advised is aware that the Underwriters and their affiliates respective Affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that none of the Underwriters have no has any obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against any of the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that none of the Underwriters shall have no any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or Holding it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the Company and Holding SLC acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Notes and agree with the Company and SLC that no fiduciary, advisory or agency relationship between the Company or Holding and SLC and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company or Holding and SLC on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes set forth in this Agreement was established by the Company and SLC following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding is SLC are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has the Company and SLC have been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding SLC and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding and SLC by virtue of any fiduciary, advisory or agency relationship; and (d) it waivesthe Company and SLC waive, to the fullest extent permitted by law, any claims it they may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding and SLC in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingSLC, including stockholdersmembers, employees or creditors of the Company or HoldingSLC.

Absence of Fiduciary Relationship. Each of the Company Issuer and Holding the Guarantors acknowledges and agrees that: (a) each of the Underwriters have has been retained solely to act as underwriters an underwriter in connection with the sale of the Offered Notes and that no fiduciary, advisory or agency relationship between the Company or Holding Issuer and the Guarantors and the Underwriters has been created in respect of any of the transactions contemplated by this AgreementAgreement or the process leading thereto, irrespective of whether the Underwriters have advised or are any of them is advising the Company or Holding Issuer and the Guarantors on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes set forth in this Agreement was established by the Company Issuer following discussions and armsarm’s-length negotiations with the Underwriters Underwriters, and each of the Company and Holding Issuer is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Issuer and Holding the Guarantors and that the Underwriters have no Underwriter has an obligation to disclose such interests and transactions to the Company or Holding Issuer and the Guarantors by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or Holding, including stockholders, employees or creditors of the Company or Holdingduty.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) each of the Underwriters have been retained is acting solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding on the one hand, and any of the Underwriters Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not any of the Underwriters have has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the public offering price of the Offered Notes Securities and the price to be paid by the Underwriters for the Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding Representatives; (c) it is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (cd) it has been advised is aware that the Underwriters and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that none of the Underwriters have no has any obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationshiprelationship or otherwise; and (de) it waives, to the fullest extent permitted by law, any claims it may have against any of the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that none of the Underwriters shall have no any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or Holding it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company or Holding, including any stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) each of the Underwriters have been retained is acting solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding Company, on the one hand, and any of the Underwriters Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not any of the Underwriters have has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the public offering price of the Offered Notes Securities and the price to be paid by the Underwriters for the Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding Representatives; (c) it is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (cd) it has been advised is aware that the Underwriters and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that none of the Underwriters have no has any obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationshiprelationship or otherwise; and (de) it waives, to the fullest extent permitted by law, any claims it may have against any of the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that none of the Underwriters shall have no any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or Holding it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company or Holding, including stockholdersany shareholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) each of the Underwriters have been retained is acting solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding Company, on the one hand, and any of the Underwriters Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not any of the Underwriters have has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the public offering price of the Offered Notes Securities and the price to be paid by the Underwriters for the Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding Representative; (c) it is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (cd) it has been advised is aware that the Underwriters and their respective affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and Holding and that none of the Underwriters have no has any obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationshiprelationship or otherwise; and (de) it waives, to the fullest extent permitted by law, any claims it may have against any of the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that none of the Underwriters shall have no any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or Holding it in respect of such a fiduciary duty claim or to any person or entity asserting a fiduciary duty claim on its behalf of or in right of it or the Company or Holding, including any stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges the Manager acknowledge and agrees agree that: (a) the The Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Manager on the one hand, and the Underwriters on the other has been created in respect of any of the transactions contemplated by this AgreementAgreement or the Final Prospectus, irrespective of whether the Underwriters have advised or are is advising the Company or Holding the Manager on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the The price of the Offered Notes Securities set forth in this Agreement was established by the Company following discussions and arms-' length negotiations with the Underwriters Underwriters, and each of the Company and Holding is the Manager are capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has The Company and the Manager have been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding or the Manager, and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding the Manager by virtue of any fiduciary, advisory or agency relationship; and (d) it Each of the Company and the Manager waives, to the fullest extent permitted by law, any claims it they may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding the Manager in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or Holdingthe Manager, including stockholdersshareholders, employees or creditors of the Company or Holdingthe Manager.

Absence of Fiduciary Relationship. Each of the Company and Holding The Partnership acknowledges and agrees that: (a) each of the Underwriters have been retained is acting solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Units and that no fiduciary, advisory or agency relationship between the Company or Holding Partnership, on the one hand, and any of the Underwriters Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not any of the Underwriters have has advised or are is advising the Company or Holding Partnership on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the public offering price of the Offered Notes Units and the price to be paid by the Underwriters for the Units set forth in this Agreement was were established by the Company Partnership following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding Representatives; (c) it is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (cd) it has been advised is aware that the Underwriters and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding Partnership and that none of the Underwriters have no has any obligation to disclose such interests and transactions to the Company or Holding Partnership by virtue of any fiduciary, advisory or agency relationshiprelationship or otherwise; and (de) it waives, to the fullest extent permitted by law, any claims it may have against any of the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that none of the Underwriters shall have no any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or Holding it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company Partnership or Holding, including stockholders, any unitholders or employees or creditors of the Company or HoldingPartnership.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters have Placement Agent’s responsibility to the Company is solely contractual in nature, the Placement Agent has been retained solely to act as underwriters Placement Agent in connection with the sale of the Offered Notes Offering and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Placement Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Placement Agent has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Shares and the Warrants set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Placement Agent and each of the Purchasers, and the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Placement Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have Placement Agent has no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Placement Agent shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each The Company and each of the Company and Holding Selling Stockholders acknowledges and agrees that: : (a) the Underwriters have Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding any Selling Stockholder and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company or Holding any Selling Stockholder on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offering; matters; (b) the price and other terms of the Offered Notes Securities set forth in this Agreement was were established by the Company and each of the Selling Stockholders following discussions and arms-length negotiations with the Underwriters Underwriter and the Company and each of the Company and Holding Selling Stockholders is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding each of the Selling Stockholders and that the Underwriters have Underwriter has no obligation to disclose such interests and transactions to the Company or Holding any Selling Stockholder by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriter, and not on behalf of the Company or any Selling Stockholder; (e) it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company or Holding any Selling Stockholder in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of any Selling Stockholder or the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges the Manager acknowledge and agrees agree that: (a) the The Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Manager on the one hand, and the Underwriters on the other has been created in respect of any of the transactions contemplated by this AgreementAgreement or the Final Prospectus, irrespective of whether the Underwriters have advised or are is advising the Company or Holding the Manager on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the The price of the Offered Notes Securities set forth in this Agreement was established by the Company following discussions and arms-' length negotiations with the Underwriters Underwriters, and each of the Company and Holding is the Manager are capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has The Company and the Manager have been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding or the Manager, and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding the Manager by virtue of any fiduciary, advisory or agency relationship; and (d) it Each of the Company and the Manager waives, to the fullest extent permitted by law, any claims it they may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding the Manager in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or Holdingthe Manager, including stockholdersshareholders, employees or creditors of the Company or Holdingthe Manager.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) each of the Underwriters have been retained is acting solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding Company, on the one hand, and any of the Underwriters Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not any of the Underwriters have has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the public offering price of the Offered Notes Securities and the price to be paid by the Underwriters for the Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding Representatives; (c) it is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (cd) it has been advised is aware that the Underwriters and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that none of the Underwriters have no has any obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationshiprelationship or otherwise; and (de) it waives, to the fullest extent permitted by law, any claims it may have against any of the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that none of the Underwriters shall have no any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or Holding it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company or Holding, including any stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Underwriters, and each of the Company and Holding is capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and Holding and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholdersshareholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (aI) the Underwriters have Placement Agent’s responsibility to the Company is solely contractual in nature, the Placement Agent has been retained solely to act as underwriters Placement Agent in connection with the sale of the Offered Notes Offering and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Placement Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Placement Agent has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (bII) the price of the Offered Notes Units set forth in this Agreement was established by the Company following discussions with the Placement Agent and arms-length negotiations with the Underwriters Purchasers, and each of the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (cIII) it has been advised that the Underwriters Placement Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have Placement Agent has no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (dIV) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Placement Agent shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Underwriters, and each of the Company and Holding is capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and Holding and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) each of the Underwriters have been retained is acting solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding Company, on the one hand, and any of the Underwriters Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not any of the Underwriters have has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the public offering price of the Offered Notes Securities and the price to be paid by the Underwriters for the Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding Representative; (c) it is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (cd) it has been advised is aware that the Underwriters and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that none of the Underwriters have no has any obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationshiprelationship or otherwise; and (de) it waives, to the fullest extent permitted by law, any claims it may have against any of the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that none of the Underwriters shall have no any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or Holding it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company or Holding, including stockholdersany shareholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the The Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Notes Company’s Securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Underwriters, and each of the Company and Holding is capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters Placement Agents’ responsibility to the Company is solely contractual in nature, the Placement Agents have been retained solely to act as underwriters Placement Agents in connection with the sale of the Offered Notes Offering and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Placement Agents has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Placement Agents or Lazard Frères & Co. LLC have advised or are advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Placement Agents, and each of the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Placement Agents and Lazard Frères & Co. LLC and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters Placement Agents have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Placement Agents for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Placement Agents shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters Underwriter’s responsibility to the Company is solely contractual in nature, the Underwriter have been retained solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Stock and the terms of the Warrants set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter, and each of the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters Underwriter have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) each of the Underwriters have been retained is acting solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding Company, on the one hand, and any of the Underwriters Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters have has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the public offering price of the Offered Notes Securities and the price to be paid by the Underwriters for the Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this AgreementRepresentatives; (c) it has been advised is aware that the Underwriters and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that none of the Underwriters have no has any obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against any of the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that none of the Underwriters shall have no any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or Holding it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) each of the Underwriters have been retained is acting solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding Company, on the one hand, and any of the Underwriters Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters have has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the public offering price of the Offered Notes Securities and the price to be paid by the Underwriters for the Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding Representatives; (c) it is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (cd) it has been advised is aware that the Underwriters and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that none of the Underwriters have no has any obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (de) it waives, to the fullest extent permitted by law, any claims it may have against any of the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that none of the Underwriters shall have no any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or Holding it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the Company and Holding AHFC acknowledges and agrees that: (a) the The Underwriters have been retained agreed solely to act as underwriters Underwriters in connection with the sale of the Offered Notes pursuant to this Agreement and that no fiduciary, advisory or agency relationship between each of the Company and AHFC and the Representatives or Holding and any of the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have any Underwriter has advised or are is advising the Company or Holding AHFC on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes set forth in this Agreement was established by the Company and/or AHFC following discussions and arms-length negotiations with the Underwriters Representatives and each of the Company and Holding AHFC is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and/or AHFC and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding AHFC by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters any Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty arising out of this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding AHFC in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingAHFC, including stockholders, employees or creditors of the Company or HoldingAHFC.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters have Underwriter’s responsibility to the Company is solely contractual in nature, the Underwriter has been retained solely to act as underwriters Underwriter in connection with the sale of the Offered Notes Offering and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Shares set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter, and each of the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have Underwriter has no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) each of the Underwriters have been retained is acting solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding Company, on the one hand, and any of the Underwriters Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters have has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the public offering price of the Offered Notes Securities and the price to be paid by the Underwriters for the Securities set forth in this Agreement was were established by the Company following discussions and armsarm’s-length negotiations with the Underwriters and each of the Company and Holding Representatives; (c) it is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (cd) it has been advised is aware that the Underwriters and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that none of the Underwriters have no has any obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (de) it waives, to the fullest extent permitted by law, any claims it may have against any of the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that none of the Underwriters shall have no any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or Holding it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each The Company and each of the Company and Holding Selling Stockholders acknowledges and agrees that: : (a) the Underwriters Representatives have been retained solely to act as underwriters in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding any Selling Stockholder and the Underwriters Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company or Holding any Selling Stockholder on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offering; matters; (b) the price and other terms of the Offered Notes Securities set forth in this Agreement was were established by the Company and each of the Selling Stockholders following discussions and arms-length negotiations with the Underwriters Representatives and the Company and each of the Company and Holding Selling Stockholders is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Underwriters Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding each of the Selling Stockholders and that the Underwriters Representatives have no obligation to disclose such interests and transactions to the Company or Holding any Selling Stockholder by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representatives and the other Underwriters, and not on behalf of the Company or any Selling Stockholder; (e) it, he or she waives to the fullest extent permitted by law, any claims it may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company or Holding any Selling Stockholder in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of any Selling Stockholder or the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) each Underwriter’s responsibility to the Underwriters have Company is solely contractual in nature, the Representative has been retained solely to act as underwriters underwriter in connection with the sale of the Offered Notes Public Units and that no fiduciary, advisory or agency duty or relationship between the Representative or any other Underwriter, on the one hand, and the Company or Holding and any other party, on the Underwriters other hand, has been created as a result of this Agreement or in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative or any other Underwriter has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Public Units set forth in this Agreement was established by the Company following discussions and armsarm’s-length negotiations with the Underwriters Representative, and each of the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have Representative has no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the Company and Holding The Partnership acknowledges and agrees that: (a) the Underwriters have been retained each Underwriter is acting solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Units and that no fiduciary, advisory or agency relationship between the Company or Holding Partnership, on the one hand, and each Underwriter, on the Underwriters other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have such Underwriter has advised or are is advising the Company or Holding Partnership Entities on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the public offering price of the Offered Notes Units and the price to be paid by the Underwriters for the Units set forth in this Agreement was were established by the Company Partnership following discussions and armsarm’s-length negotiations with the Underwriters and each of the Company and Holding Representatives; (c) it is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (cd) it has been advised is aware that the Underwriters and their affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and Holding Partnership and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding Partnership by virtue of any fiduciary, advisory or agency relationship; and (de) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or Holding it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company or HoldingPartnership, including stockholdersunitholders, employees or creditors of the Company or HoldingPartnership Entities.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters Underwriter’s responsibility to the Company is solely contractual in nature, the Underwriter have been retained solely to act as underwriters in connection with the sale of the Offered Notes Stock and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Underwriter have advised or are advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter, and each does not constitute a recommendation, investment advice or solicitation of any action by the Underwriter, and the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters Underwriter have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and; (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company Company; and (e) none of the activities of the Underwriter in connection with the transactions contemplated herein constitutes a recommendation, investment advice or Holdingsolicitation of any action by the Underwriter with respect to any entity or natural person.

Absence of Fiduciary Relationship. Each The Company and each of the Company and Holding Selling Stockholders acknowledges and agrees that: : (a) each of the Underwriters have has been retained solely to act as underwriters underwriter in connection with the sale of the Offered Notes Shares and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Selling Stockholders and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have any Underwriter has advised or are is advising the Company or Holding and the Selling Stockholders on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offering; matters; (b) the price and other terms of the Offered Notes Shares set forth in this Agreement was were established by the Company and the Selling Stockholders following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding the Selling Stockholders is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it each of the Company and the Selling Stockholders has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and Holding the Selling Stockholders and that the Underwriters have no Underwriter has any obligation to disclose such interests interest and transactions to the Company or Holding the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and and (d) it waives, to the fullest extent permitted by law, any claims it may have against has been advised that each of the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such a fiduciary duty claim or to any person asserting a fiduciary duty claim Underwriter, and not on behalf of or in right of the Company or Holding, including stockholders, employees or creditors of the Selling Stockholders. 24 The Lovesac Company or Holding.2019 Offering Underwriting Agreement

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: : (a) the Underwriters Placement Agents have been retained solely to act as underwriters Placement Agents in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters has Placement Agents have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Placement Agents have advised or are advising the Company or Holding on other matters and that the Placement Agents owe the Company only those duties and Holding agree that they are solely responsible for making their own judgments obligations set forth in connection with the offering; this Agreement; (b) the price Share Purchase Price and other terms of the Offered Notes Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters Placement Agents and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Underwriters Placement Agents and their its affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and Holding and that the Underwriters Placement Agents have no obligation to disclose such interests interest and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and and (d) it waiveshas been advised that the Placement Agents are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Placement Agents, and not on behalf of the Company and that the Placement Agents may have interests that differ from those of the Company. The Company waives to the fullest full extent permitted by law, applicable law any claims it may have against the Underwriters for breach of fiduciary duty or Placement Agents arising from an alleged breach of fiduciary duty and agrees that in connection with the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or Holding, including stockholders, employees or creditors of the Company or HoldingOffering.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters have Placement Agent’s responsibility to the Company is solely contractual in nature, the Placement Agent has been retained solely to act as underwriters Placement Agent in connection with the sale of the Offered Notes Offering and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Placement Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Placement Agent has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Shares and the Warrants set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Placement Agent and each of the Purchasers, and the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Placement Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have Placement Agent has no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Placement Agent shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholdersshareholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters’ responsibility to the Company is solely contractual in nature, the Underwriters have been retained solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Stock and the terms of the Warrants set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriters, and each of the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Notes Company’s securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Representatives and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) each Underwriter’s responsibility to the Underwriters Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Offered Notes Stock and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters has Representatives have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Stock set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Representatives, and each does not constitute a recommendation, investment advice or solicitation of any action by the Underwriters, and the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters Representatives have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and; (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company Company; and (e) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or Holdingsolicitation of any action by the Underwriters with respect to any entity or natural person.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges the Selling Shareholder acknowledge and agrees agree that: : (a) the Underwriters Representatives have been retained solely to act as underwriters underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding any Selling Shareholder and the Underwriters Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company or Holding any Selling Shareholder on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offering; matters; (b) the price and other terms of the Offered Notes Securities set forth in this Agreement was were established by the Company and the Selling Shareholder following discussions and arms-length negotiations with the Underwriters Representatives and each of the Company and Holding 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; ; (c) it has been advised that the Underwriters Representatives and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding the Selling Shareholder and that the Underwriters Representatives have no obligation to disclose such interests interest and transactions to the Company or Holding any Selling Shareholder by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representatives are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company or any Selling Shareholder; (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding any Selling Shareholder in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of any Selling Shareholder or the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges the Selling Stockholders acknowledge and agrees agree that: (ai) each Underwriter’s responsibility to the Underwriters have Company and the Selling Stockholders is solely contractual in nature, each Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Offering and that no fiduciary, advisory or agency relationship between the Company or Holding Company, the Selling Stockholders and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether either the Underwriters have Representative has advised or are is advising the Company or Holding the Selling Stockholders on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (bii) the price of the Offered Notes Securities set forth in this Agreement was established by the Company and the Selling Stockholders following discussions and arms-length negotiations with the Underwriters Representative, and each of the Company and Holding is the Selling Stockholders are capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement;; and (ciii) it has been advised that the Underwriters Representative and their its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding the Selling Stockholders and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or Holding, including stockholders, employees or creditors of the Company or Holding.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the The Underwriters have has been retained solely to act as underwriters Underwriters in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters or any of their respective affiliates has been created in respect of any of the transactions contemplated by this Agreement, the Prospectus or the Concurrent Registered Direct Offering, irrespective of whether the Underwriters have any Underwriter has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the The price of the Offered Notes Securities set forth in this Agreement was established by the Company following discussions and arms-’ length negotiations with the Underwriters Underwriters, and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it The Company has been advised that the Underwriters and their respective affiliates are engaged in a broad range of transactions and services which may involve interests that differ from those of the Company and Holding Company, and that the Underwriters have no obligation to disclose such interests and transactions and services to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it The Company waives, to the fullest extent permitted by law, any claims it may have against the Underwriters any Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges NCM LLC acknowledge and agrees agree that: (a) the Underwriters Representatives have been retained solely to act as underwriters in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding and NCM LLC, on one hand, and the Underwriters Representatives, on the other hand, has been created in respect of any of the transactions contemplated by this AgreementAgreement or the Prospectus, irrespective of whether the Underwriters Representatives have advised or are advising the Company or Holding NCM LLC on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Representatives and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has the Company and NCM LLC have been advised that the Underwriters their Representatives and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding NCM LLC and that the Underwriters Representatives have no obligation to disclose such interests and transactions to the Company or Holding and NCM LLC by virtue of any fiduciary, advisory or agency relationship; and (d) it waivesthe Company and NCM LLC waive, to the fullest extent permitted by law, any claims it may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company or Holding NCM LLC in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingNCM LLC, including stockholders, employees or creditors of the Company or Holdingand NCM LLC.

Absence of Fiduciary Relationship. Each of the The Company and Holding the Selling Shareholder, severally and not jointly, acknowledges and agrees that: : (a) the Underwriters have each Underwriter has been retained solely to act as underwriters underwriter in connection with the sale of the Offered Notes Shares and that no fiduciary, advisory or agency relationship between the Company and any Underwriter, or Holding between the Selling Shareholder and the Underwriters any Underwriter, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offering; matters; (b) the price and other terms of the Offered Notes Shares set forth in this Agreement was were established by the Company and the Selling Shareholder following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding 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; ; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and Holding or the Selling Shareholder and that the Underwriters have no Underwriter has any obligation to disclose such interests interest and transactions to the Company or Holding the Selling Shareholder by virtue of any fiduciary, advisory or agency relationship. Underwriters have no obligation to disclose, or account to the Company or Selling Shareholder for, any of such additional financial interests; and and (d) it waiveshas been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company or the Selling Shareholder. The Company and each of the Selling Shareholder, severally and not jointly, hereby waives and releases, to the fullest extent permitted by law, any claims it that the Company or Selling Shareholder may have against the Underwriters for with respect to any breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or Holding, including stockholders, employees or creditors of the Company or Holdingduty.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters have The Underwriter has been retained solely to act as underwriters underwriter in connection with the sale of the Offered Notes Company’s securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter, and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have Underwriter has no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of the transactions contemplated by this Agreement and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) In connection with the Underwriters have offerings contemplated hereby, each Agent is and has been retained acting solely to act as underwriters a principal in connection with the sale of the Offered Notes and that no fiduciary, advisory or (except to the extent expressly set forth herein) agency relationship between the Company or Holding and the Underwriters any Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have such Agent has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) The purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Offered Notes set forth in this Agreement was established by the Company following discussions and any related discounts and commissions, are arms-length negotiations with transactions between the Underwriters Company, on the one hand, and each of the Agents, on the other hand, and the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it The Company has been advised that the Underwriters Agents and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters Agents have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it The Company waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Agents for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Agents shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or (to the extent such an agreement by the Company is enforceable) to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of The Company, the Company Operating Partnership and Holding acknowledges the Manager acknowledge and agrees agree that: (a) the Underwriters have Underwriter has been retained solely to act as underwriters underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company Company, the Operating Partnership or Holding the Manager and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company Company, the Operating Partnership or Holding the Manager on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Shares set forth in this Agreement was established by the Company and the Underwriter following discussions and arms-length negotiations with the Underwriters Underwriter and each of the Company Company, and Holding is the Company, the Operating Partnership and the Manager are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has they have been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding Company, the Operating Partnership or the Manager and that the Underwriters have Underwriter has no obligation to disclose such interests and transactions to the Company Company, the Operating Partnership or Holding the Manager by virtue of any fiduciary, advisory or agency relationship; and (d) it waivesthey waive, to the fullest extent permitted by law, any claims it they may have against the Underwriters Underwriter, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company Company, the Operating Partnership or Holding the Manager in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company Company, the Operating Partnership or Holdingthe Manager.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) Each of the Underwriters have has been retained solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Common Stock and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it the Company has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it the Company waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriters, for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Shares under this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, partners, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters have The Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this AgreementAgreement or the Prospectus, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the The price of the Offered Notes Securities set forth in this Agreement was established by the Company following discussions and arms-’ length negotiations with the Underwriters Underwriter, and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it The Company has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding Company, and that the Underwriters have Underwriter has no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it The Company waives, to the fullest extent permitted by law, any claims it they may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Notes Company’s securities and that no fiduciary, advisory or agency relationship between the Company or Holding Company, on the one hand, and the Underwriters has Underwriters, on the other, have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding is capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have no obligation (except as may be required under federal securities laws) to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it they may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the transactions contemplated by this Agreement or the process leading thereto, and agrees agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the Company and Holding Nelnet Funding acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Notes and agree with Nelnet Funding that no fiduciary, advisory or agency relationship between the Company or Holding Nelnet Funding and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company or Holding Nelnet Funding on other matters and the Company and Holding further agree that they are solely responsible for making their own judgments in connection with the offeringUnderwriters xxx Xxxxxx Funding only those duties and obligations set forth herein; (b) the price of the Offered Notes set forth in this Agreement was established by the Company Nelnet Funding following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding Nelnet Funding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it Nelnet Funding has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding Nelnet Funding and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding Nelnet Funding by virtue of any fiduciary, advisory or agency relationship; and (d) it Nelnet Funding waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding Nelnet Funding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingNelnet Funding, including stockholders, employees or creditors of the Company or HoldingNelnet Funding.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) each Underwriter’s responsibility to the Underwriters have Company is solely contractual in nature, each Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Offering and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative or any Underwriter has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Shares and the Representative’s Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Representative, and each of the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Aegis Capital Corp. and their its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the Company and Holding the Principal Shareholders acknowledges and agrees that: (a) the Underwriters have The Representative has been retained solely to act as underwriters in connection with the sale of the Offered Notes ADSs and that no fiduciary, advisory or agency relationship between the Company or Holding such Principal Shareholder and the Underwriters Representative has been created in respect of any of the transactions contemplated by this AgreementAgreement or the Final Prospectus, irrespective of whether the Underwriters have Representative has advised or are is advising the Company or Holding such Principal Shareholder on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the The price of the Offered Notes ADSs set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Representative and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it Each of the Company and such Principal Shareholder has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding or such Principal Shareholder and that the Underwriters have Representative has no obligation to disclose such interests and transactions to the Company or Holding such Principal Shareholder by virtue of any fiduciary, advisory or agency relationship; and (d) it Each of the Company and such Principal Shareholder waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company or Holding such Principal Shareholder in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or Holdingsuch Principal Shareholder, including stockholdersshareholders, employees or creditors of the Company or Holdingsuch Principal Shareholder.

Absence of Fiduciary Relationship. Each of the Issuer and the Company and Holding acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Notes Bonds and that no fiduciary, advisory or agency relationship between the Company or Holding Underwriters, on one hand, and the Underwriters Company and/or the Issuer, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, Underwriting Agreement irrespective of whether one or more of the Underwriters have advised or are advising the Company or Holding and/or the Issuer on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes set forth in this Agreement Bonds was established by the Issuer and the Company following discussions and arms-length negotiations with the Underwriters Underwriters, among others and each of the Issuer and the Company have each consulted their own legal and Holding is capable of evaluating and understanding and understands and accepts financial advisors to the terms, risks and conditions of the transactions contemplated by this Agreementextent it deemed appropriate; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Issuer and Company and Holding and that the Underwriters have no obligation to disclose such interests and transactions to the Issuer or the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Issuer or the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Issuer or the Company or Holding, including stockholders, employees or creditors of the Company or HoldingIssuer and/or the Company.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters have Placement Agent’s responsibility to the Company is solely contractual in nature, the Placement Agent has been retained solely to act as underwriters Placement Agent in connection with the sale of the Offered Notes Offering and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Placement Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Placement Agent has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Firm Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Placement Agent and each of the Purchasers, and the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Placement Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have Placement Agent has no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Placement Agent shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: : (a) the Underwriters have Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offering; matters; (b) the price and other terms of the Offered Notes Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have Underwriter has no obligation to disclose such interests interest and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that you are acting, in respect of the transactions contemplated by this Agreement, solely for your own benefit, and not on behalf of the Company; (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each The Company and each of the Company and Holding Selling Stockholders acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Notes Shares and that no fiduciary, advisory or agency relationship between the Company or Holding and the Selling Stockholders and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are is advising the Company or Holding the Selling Stockholders on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offering; matters; (b) the price and other terms of the Offered Notes Shares set forth in this Agreement was were established by the Company and the Selling Stockholders following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding is the Selling Stockholders are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and Holding the Selling Stockholders and that the Underwriters have no obligation to disclose such interests interest and transactions to the Company or Holding the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees has been advised that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding are acting, in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of or in right of the Company or Holding, including stockholders, employees or creditors of the Company or HoldingSelling Stockholders.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) The Underwriter’s responsibility to the Underwriters have Company is solely contractual in nature, the Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Offering and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter or Lazard Frères & Co. LLC has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Shares set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter, and each of the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter, Lazard Frères & Co. LLC and each of their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have Underwriter has no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholdersshareholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges the Manager acknowledge and agrees agree that: (a) the Underwriters have The Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Manager on the one hand, and the Underwriter on the other has been created in respect of any of the transactions contemplated by this AgreementAgreement or the Final Prospectus, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company or Holding the Manager on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the The price of the Offered Notes Securities set forth in this Agreement was established by the Company following discussions and arms-' length negotiations with the Underwriters Underwriter, and each of the Company and Holding is the Manager are capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has The Company and the Manager have been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding or the Manager, and that the Underwriters have Underwriter has no obligation to disclose such interests and transactions to the Company or Holding the Manager by virtue of any fiduciary, advisory or agency relationship; and (d) it Each of the Company and the Manager waives, to the fullest extent permitted by law, any claims it they may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company or Holding the Manager in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or Holdingthe Manager, including stockholdersshareholders, employees or creditors of the Company or Holdingthe Manager.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) Each Initial Purchaser’s responsibility to the Underwriters have Company is solely contractual in nature, each Initial Purchaser has been retained solely to act as underwriters an initial purchaser in connection with the sale of the Offered Notes Offering and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters such Initial Purchaser has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters have Initial Purchasers has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Representatives, and each of the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that each of the Underwriters Initial Purchasers and each of their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters Initial Purchasers have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Initial Purchasers for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Initial Purchasers shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholdersshareholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the Company and Holding SLC acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Notes and agree with the Company and SLC that no fiduciary, advisory or agency relationship between the Company or Holding and SLC and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company or Holding and SLC on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes set forth in this Agreement was established by the Company and SLC following discussions and arms-length negotiations with the Underwriters Underwriters, and each of the Company and Holding is SLC are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has the Company and SLC have been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding SLC and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding and SLC by virtue of any fiduciary, advisory or agency relationship; and (d) it waivesthe Company and SLC waive, to the fullest extent permitted by law, any claims it they may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding and SLC in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingSLC, including stockholdersmembers, employees or creditors of the Company or HoldingSLC.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters have Xxxxxxx Xxxxx has been retained solely to act as underwriters agent in connection with the sale of the Offered Notes Shares and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Xxxxxxx Xxxxx has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Xxxxxxx Xxxxx has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it the Company has been advised that the Underwriters Xxxxxxx Xxxxx and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have Xxxxxxx Xxxxx has no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it the Company waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Xxxxxxx Xxxxx, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Xxxxxxx Xxxxx shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, partners, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters Underwriter’s responsibility to the Company is solely contractual in nature, the Underwriter have been retained solely to act as underwriters Underwriter in connection with the sale of the Offered Notes Offering and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Underwriter or Lazard Frères & Co. LLC have advised or are advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Shares set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter, and each of the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and Lazard Frères & Co. LLC and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters Underwriter have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the Company and Holding acknowledges and agrees that: (a) the Underwriters have Underwriter has been retained solely to act as underwriters underwriter in connection with the sale of the Offered Notes and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offering; (b) the price of the Offered Notes set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have Underwriter has no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or Holding, including stockholders, employees or creditors of the Company or Holding.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges the Selling Stockholders acknowledge and agrees agree that: : (a) the Underwriters have been retained solely to act as underwriters an in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding Company, the Selling Stockholders and the Underwriters has have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company or Holding the Selling Stockholders on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offering; matters; (b) the price and other terms of the Offered Notes Securities set forth in this Agreement was were established by the Company and the Selling Stockholders following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding is the Selling Stockholders are capable of evaluating and understanding and understands understand and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Underwriters and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding the Selling Stockholders and that the Underwriters have no obligation to disclose such interests interest and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters, and not on behalf of the Company or the Selling Stockholders; (e) it waives to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or Holdingthe Selling Stockholders and their respective owner, beneficiaries, trustees and controlling persons.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters have The Underwriter has been retained solely to act as underwriters underwriter in connection with the sale of the Offered Notes Company’s securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offering;matters. (b) the The price of the Offered Notes securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter, and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;. (c) it It has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have Underwriter has no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and. (d) it It waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of the transactions contemplated by this Agreement and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) each Underwriter’s responsibility to the Underwriters have Company is solely contractual in nature, the Representative has been retained solely to act as underwriters underwriter in connection with the sale of the Offered Notes Public Shares and that no fiduciary, advisory or agency duty or relationship between the Representative or any other Underwriter, on the one hand, and the Company or Holding and any other party, on the Underwriters other hand, has been created as a result of this Agreement or in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Representative or any other Underwriter has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Public Shares set forth in this Agreement was established by the Company following discussions and armsarm’s-length negotiations with the Underwriters Representative, and each of the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have Representative has no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholdersshareholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters have Underwriter has been retained solely to act as underwriters underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this AgreementAgreement or the Final Prospectus, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have Underwriter has no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the Company and Holding acknowledges the Selling Stockholder acknowledge and agrees agree that: : (a) the Underwriters have Underwriter has been retained solely to act as underwriters underwriter in connection with the sale of the Offered Notes Shares and that no fiduciary, advisory or agency relationship between the Company or Holding the Selling Stockholder, on the one hand, and the Underwriters Underwriter, on the other, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are advising the Company or Holding the Selling Stockholder on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offering; matters; (b) the price and other terms of the Offered Notes Shares set forth in this Agreement was were established by the Company Selling Stockholder following discussions and arms-length negotiations with the Underwriters Underwriter and each of the Company and Holding Selling Stockholder is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding or the Selling Stockholder and that the Underwriters have Underwriter has no obligation to disclose such interests interest and transactions to the Company or Holding the Selling Stockholder by virtue of any fiduciary, advisory or agency relationship; and and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees has been advised that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding Underwriter is acting, in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim the transactions contemplated by this Agreement, solely for the benefit of the Underwriter, and not on behalf of or in right of the Company or Holding, including stockholders, employees or creditors of the Company or HoldingSelling Stockholder.

Absence of Fiduciary Relationship. Each of the Issuer and the Company and Holding acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Notes Bonds and that no fiduciary, advisory or agency relationship between the Company or Holding Underwriters, on one hand, and the Underwriters Company and/or the Issuer, on the other hand, has been created in respect of any of the transactions contemplated by this Underwriting Agreement, irrespective of whether the Underwriters have advised or are advising the Company or Holding and/or the Issuer on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes set forth in this Agreement Bonds was established by the Issuer and the Company following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the termsUnderwriters, risks and conditions of the transactions contemplated by this Agreementamong others; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Issuer and Company and Holding and that the Underwriters have no obligation to disclose such interests and transactions to the Issuer or the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Issuer or the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Issuer or the Company or Holding, including stockholders, employees or creditors of the Company or HoldingIssuer and/or the Company.

Absence of Fiduciary Relationship. Each of the Company and Holding The Issuer acknowledges and agrees that: (a) the Underwriters Initial Purchasers have been retained solely to act as underwriters initial purchasers in connection with the sale initial purchase, offering and resale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding Issuer and the Underwriters Initial Purchasers has been created in respect of any of the transactions contemplated by this AgreementAgreement or the Preliminary Offering Memorandum or Final Offering Memorandum, irrespective of whether the Underwriters Initial Purchasers have advised or are is advising the Company or Holding Issuer on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the purchase price of the Offered Notes Securities set forth in this Agreement was established by the Company Issuer following discussions and armsarm’s-length negotiations with the Underwriters Initial Purchasers and each of the Company and Holding Issuer is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it the Issuer has been advised that the Underwriters Initial Purchasers and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding Issuer and that the Underwriters Initial Purchasers have no obligation to disclose such interests and transactions to the Company or Holding Issuer by virtue of any fiduciary, advisory or agency relationship; and (d) it the Issuer waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Initial Purchasers for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Initial Purchasers shall have no liability (whether direct or indirect) to the Company or Holding Issuer in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingIssuer, including stockholders, employees or creditors of the Company or HoldingIssuer.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters have Placement Agent’s responsibility to the Company is solely contractual in nature, the Placement Agent has been retained solely to act as underwriters placement agent in connection with the sale of the Offered Notes Stock and that the Warrants and no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Placement Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Placement Agent has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Units set forth in this Agreement was established by the Company following discussions with the Placement Agent and arms-length negotiations with the Underwriters Purchasers, and each of the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Placement Agent and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have Placement Agent has no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Placement Agent shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) The Placement Agents’ responsibility to the Underwriters Company is solely contractual in nature and they have been retained solely to act as underwriters Placement Agents in connection with the sale of the Offered Notes Units and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Placement Agents has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters have parties has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the The price of the Offered Notes Units set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Purchaser and each of the Placement Agents, and the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it The Company has been advised that the Underwriters Placement Agents and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters Placement Agents have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it The Company waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Placement Agents for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Placement Agents shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale underwriting, offering and resale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding Company, on the one hand, and the Underwriters Representative, on the other, has been created in respect of any of the transactions contemplated by this AgreementAgreement or the Preliminary Prospectus or the Prospectus, irrespective of whether the Underwriters have Representative has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price Purchase Price of the Offered Notes Securities set forth in this Agreement was established by the Company following discussions and armsarm’s-length negotiations with the Underwriters Representative and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it the Company has been advised that the Underwriters Representative and their its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters Representative have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it the Company waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Representative shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges the Parent jointly and agrees severally acknowledge and agree that: (a) the Underwriters have been retained solely purchase and sale of the Securities pursuant to act as underwriters this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Parent, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the sale offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Offered Notes and that Company, the Parent, or any of their respective shareholders, creditors, or employees or any other party, (c) no fiduciary, Underwriter has assumed or will assume an advisory or agency relationship between fiduciary responsibility in favor of the Company or Holding and the Underwriters has been created in Parent with respect of any of to the transactions offering contemplated by this Agreement, hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or Holding the Parent on other matters matters) and no Underwriter has any obligation to the Company and Holding agree that they are solely responsible for making their own judgments in connection or the Parent with respect to the offering; (b) offering contemplated hereby except the price of the Offered Notes obligations expressly set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;, (cd) it has been advised that the Underwriters and their respective affiliates are may be engaged in a broad range of transactions which may that involve interests that differ from those of the Company and Holding and that the Parent, and (e) the Underwriters have no obligation to disclose such interests and transactions not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company or Holding by virtue of any fiduciaryand the Parent have each consulted their own legal, advisory or agency relationship; and (d) it waivesaccounting, regulatory and tax advisors to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or Holding, including stockholders, employees or creditors of the Company or Holdingthey deemed appropriate.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the The Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Notes Company’s securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Underwriters, and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the Company and Holding acknowledges and agrees that: (a) the Underwriters Underwriter have been retained solely to act as underwriters Underwriter in connection with the sale of the Offered Notes and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Underwriter have advised or are advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offering; (b) the price of the Offered Notes set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters Underwriter have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or Holding, including stockholders, employees or creditors of the Company or Holding.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have such Underwriter has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offering; matters; (b) the price and other terms of the Offered Notes Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters Representative and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have no obligation to disclose such interests interest and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waiveshas been advised that the Representative is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Representative and the other Underwriters, and not on behalf of the Company; (e) it waives to the fullest extent permitted by law, any claims it they may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters Underwriter’s responsibility to the Company is solely contractual in nature, the Underwriter have been retained solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Shares and the terms of the Warrants set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter, and each of the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters Underwriter have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) each Underwriter’s responsibility to the Underwriters Company is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Offered Notes Shares and that Warrants and no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Representatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have or Lazard Frères & Co. LLC has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Shares and Warrants set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Representatives, and each of the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and Lazard Frères & Co. LLC and each of their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters Representatives have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the Company and Holding The Partnership acknowledges and agrees that: (a) each of the Underwriters have been retained is acting solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Units and that no fiduciary, advisory or agency relationship between the Company or Holding Partnership, on the one hand, and any of the Underwriters Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters have has advised or are is advising the Company or Holding Partnership Entities on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the public offering price of the Offered Notes Units and the price to be paid by the Underwriters for the Units set forth in this Agreement was were established by the Company Partnership following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding Representative; (c) it is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (cd) it has been advised is aware that the Underwriters and their respective affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and Holding Partnership and that none of the Underwriters have no has any obligation to disclose such interests and transactions to the Company or Holding Partnership by virtue of any fiduciary, advisory or agency relationship; and (de) it waives, to the fullest extent permitted by law, any claims it may have against any of the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that none of the Underwriters shall have no any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or Holding it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company or HoldingPartnership, including stockholdersunitholders, employees or creditors of the Company or HoldingPartnership Entities.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters have Underwriter’s responsibility to the Company is solely contractual in nature, the Underwriter has been retained solely to act as underwriters Underwriter in connection with the sale of the Offered Notes Offering and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters Underwriter or Lazard Frères & Co. LLC have advised or are advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Shares set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Underwriter, and each of the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and Lazard Frères & Co. LLC and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have Underwriter has no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters responsibility of each of the Placement Agents to the Company is solely contractual in nature, the Placement Agents have been retained solely to act as underwriters Placement Agents in connection with the sale of the Offered Notes Offering and that no fiduciary, advisory or agency relationship between the Company or Holding and either of the Underwriters Placement Agents has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have a Placement Agent has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Shares and the Warrants set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Placement Agents and each of the Purchasers, and the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Placement Agents and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that neither of the Underwriters have no Placement Agents has any obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Placement Agents for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Placement Agents shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: : (a) the Underwriters have Initial Purchaser has been retained solely to act as underwriters an initial purchaser in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Initial Purchaser has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Initial Purchaser has advised or are advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offering; matters; (b) the price and other terms of the Offered Notes Securities set forth in this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters Initial Purchaser and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; ; (c) it has been advised that the Underwriters Initial Purchaser and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have Initial Purchaser has no obligation to disclose such interests interest and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees has been advised that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding Initial Purchaser is acting, in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim the transactions contemplated by this Agreement, solely for the benefit of the Initial Purchaser and not on behalf of the Company; and (e) the Initial Purchaser has not provided any legal, accounting, regulatory or in right of tax advice with respect to the offering contemplated hereby and the Company or Holdinghas consulted its own legal, including stockholdersaccounting, employees or creditors of regulatory and tax advisors to the Company or Holdingextent it deemed appropriate.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) each Underwriter’s responsibility to the Underwriters have Company is solely contractual in nature, each Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Offering and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have Aegis Capital Corp. has advised or are is advising the Company or Holding Representative on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Stock and the Representative’s Securities set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Representative, and each of the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Representative and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) Each Underwriter’s responsibility to the Underwriters have Company is solely contractual in nature, each Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Offered Notes Offering and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters such Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have LCM, ROTH, Maxim and Summer Street or Lazard Frères & Co. LLC has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Shares and Warrants set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters Representative, and each of the Company and Holding is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters LCM, ROTH, Maxim and Summer Street and Lazard Frères & Co. LLC and each of their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or HoldingCompany, including stockholders, employees or creditors of the Company or HoldingCompany.

Absence of Fiduciary Relationship. Each of the The Company and Holding acknowledges and agrees that: (a) the Underwriters have Underwriter has been retained solely to act as underwriters an underwriter in connection with the sale of the Company’s Offered Notes Securities and that no fiduciary, advisory or agency relationship between the Company or Holding and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by this Agreementagreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company or Holding on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes Securities set forth in this Agreement agreement was established by the Company following discussions and armsarm’s-length negotiations with the Underwriters Underwriter, and each of the Company and Holding is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding and that the Underwriters have Underwriter has no obligation to disclose such interests and transactions to the Company or Holding by virtue of any fiduciary, advisory or agency relationship; and (d) it waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company or Holding in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or Holding, including any of its stockholders, employees or creditors of the Company or Holdingcreditors.

Absence of Fiduciary Relationship. Each of the Company Issuer and Holding Penn West acknowledges and agrees that: (a) the Underwriters have each Underwriter has been retained solely to act as underwriters underwriter in connection with the sale of the Offered Notes Securities and that no fiduciary, advisory or agency fiduciary relationship between the Company or Holding Issuer and the Underwriters an Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have an Underwriter has advised or are is advising the Company or Holding Issuer on other matters and the Company and Holding agree that they are solely responsible for making their own judgments in connection with the offeringmatters; (b) the price of the Offered Notes set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters and each of the Company and Holding Issuer is capable of evaluating and understanding and understands and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (c) it the Issuer has been advised that the Underwriters each Underwriter and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and Holding Issuer and that the Underwriters have Underwriter has no obligation to disclose such interests and transactions to the Company or Holding Issuer by virtue of any fiduciary, advisory or agency fiduciary relationship; and (d) it each of the Issuer and Penn West waives, to the fullest extent permitted by law, any claims it may have against the Underwriters Underwriters, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Underwriters neither Underwriter shall have no liability (whether direct or indirect) to the Company or Holding it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company Issuer or HoldingPenn West, including stockholders, employees or creditors of the Company or HoldingIssuer and Penn West.