Common use of Absence of Fiduciary Relationship Clause in Contracts

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by the Pricing Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; (b) the price of the securities set forth in the Pricing Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (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 and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters 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; and (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company 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 Securities Notes pursuant to this Agreement and that no fiduciary, advisory or agency relationship between the Company and the Representatives or any of the Underwriters has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have any Underwriter has advised or are is advising the Company on other matters; (b) the price of the securities Notes set forth in the Pricing this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters, Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (ed) 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company 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 Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have Underwriter has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has 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; (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters 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; (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company 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 Securities and that no fiduciary, advisory or agency relationship between the Company 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 the Pricing this Agreement, irrespective of whether or not any of the Underwriters have has advised or are is advising the Company on other matters; (b) the public offering price of the securities Securities and the price to be paid by the Underwriters for the Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, and the Company 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 the Pricing this Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has been advised deemed appropriate; (e) it 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 that none of the Underwriters have no has any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationshiprelationship or otherwise; and (ef) 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 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, including Company or any stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters are 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, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company 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 Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representative has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Representative has advised or are is advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have Representative has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the you 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; (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company 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 Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have Underwriter has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has 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; (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees the Guarantors acknowledge and agree that: (a) the Underwriters The Purchasers have been retained solely to act as underwriters initial purchasers in connection with the sale initial purchase, offering and resale of the Securities and that no fiduciary, advisory or agency relationship between the Company Company, the Guarantors and the Underwriters Purchasers has been created in respect of any of the transactions contemplated by this Agreement or the Pricing AgreementPreliminary Offering Memorandum or the Final Offering Memorandum, irrespective of whether the Underwriters Purchasers have advised or are advising the Company or the Guarantors on other matters; (b) the The purchase price of the securities Securities set forth in the Pricing this Agreement was established by the Company following discussions and arms-length negotiations with the UnderwritersPurchasers and the Company, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by The Company and the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has Guarantors have been advised that the Underwriters Purchasers and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Guarantors and that the Underwriters Purchasers have no obligation to disclose such interests and transactions to the Company and the Guarantors by virtue of any fiduciary, advisory or agency relationship; and (ed) it waivesThe Company and the Guarantors waive, to the fullest extent permitted by law, any claims it they may have against the Underwriters Purchasers for breach of fiduciary duty or alleged breach of fiduciary duty arising out of the transactions contemplated by this Agreement and agrees agree that the Underwriters Purchasers shall have no liability (whether direct or indirect) to the Company or the Guarantors in respect of such a fiduciary duty claim or to any person asserting a such fiduciary duty claim on behalf of or in right of the CompanyCompany and the Guarantors, including stockholders, employees or creditors of the CompanyCompany and the Guarantors.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have Representative has been retained solely to act as underwriters underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representative has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Representative has advised or are is advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have Representative has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has 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; (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company Each of the Transaction Entities, severally and not jointly, 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 Securities and that no fiduciary, advisory or agency relationship between the Company Transaction Entities, 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 the Pricing this Agreement, irrespective of whether any of the Underwriters have has advised or are is advising the Company Transaction Entities on other matters; (b) the public offering price of the securities Securities and the price to be paid by the Underwriters for the Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, and the Company Representatives; (c) it is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that none of the Underwriters have no has any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (e) 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 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 either of the CompanyTransaction Entities, including stockholders, employees or creditors of the CompanyTransaction Entities.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has have been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters 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; (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company 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 Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter or any of its affiliates has been created in respect of any of the transactions contemplated by this Agreement or the Pricing AgreementProspectus, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; (b) the The price of the securities Securities set forth in the Pricing this Agreement was established by the Company following discussions and arms-’ length negotiations with the UnderwritersUnderwriter, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it The Company has been advised that the Underwriters Underwriter and their its affiliates are engaged in a broad range of transactions and services which may involve interests that differ from those of the Company Company, and that the Underwriters have Underwriter has no obligation to disclose such interests and transactions and services to the Company by virtue of any fiduciary, advisory or agency relationship; and (ed) it The Company 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters’ responsibility to the Company is solely contractual in nature, each Underwriters have has been retained solely to act as underwriters underwriter in connection with the sale of the Securities Stock and that no fiduciary, advisory or agency relationship between the Company and the Underwriters such Underwriter has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have such Underwriter has advised or are is advising the Company on other matters; (b) the price of the securities Stock set forth in the Pricing this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters, and the Company is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (ed) 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has have been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Shares set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters 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; (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company 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 Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has Underwriter have been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have Underwriter has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has 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; (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the The Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement or the Pricing AgreementFinal Prospectus, irrespective of whether the Underwriters have advised or are advising the Company on other matters; (b) the The price of the securities Securities set forth in the Pricing this Agreement was established by the Company following discussions and arms-’ length negotiations with the Underwriters, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 Company, and that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (ed) it The Company 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 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, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company 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 Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have Underwriter has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has 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; (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Each of the Company and the Guarantor acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company or the Guarantor and the Underwriters has been created in respect of any of the transactions contemplated by the Pricing Agreement, irrespective of whether the Underwriters have advised or are advising the Company or the Guarantor on other matters; (b) the price of the securities set forth in the Pricing Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing Agreement; (c) any review by the Underwriters of the CompanyCompany and the Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company;. (d) 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 or the Guarantor and that the Underwriters have no obligation to disclose such interests and transactions to the Company or the Guarantor by virtue of any fiduciary, advisory or agency relationship; and (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 and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company or the Guarantor 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 CompanyCompany or the Guarantor, including stockholders, employees or creditors of the CompanyCompany and the Guarantor.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it 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 that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters 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; (e) the Underwriters are not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction; and (f) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters 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; and (e) it waives, 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 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, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters 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; and (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Stockholders severally acknowledge and agree that: (a) the Underwriters have The Representatives has been retained solely to act as underwriters in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Representatives or the Selling Stockholders and the Representatives has been created in respect of any of the transactions contemplated by this Agreement or the Pricing AgreementProspectus, irrespective of whether the Underwriters Representatives have advised or are advising the Company or the Selling Stockholders on other matters; (b) the price of the securities Offered Securities set forth in the Pricing this Agreement was established by the Company and the Selling Stockholders following discussions and arms-length negotiations with the Underwriters, Representatives and the Company is and 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 the Pricing this Agreement; (c) any review by the Underwriters of Company and the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has Selling Stockholders have 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 the Selling Stockholders and that the Underwriters Representatives have no obligation to disclose such interests and transactions to the Company and the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and (ed) it waivesthe Company and the Selling Stockholders waive, to the fullest extent permitted by law, any claims it they 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 the Selling Stockholders 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company 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 Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have Underwriter has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has 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; (e) it waivesit, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters Placement Agents have been retained solely to act as underwriters the Placement Agents in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Placement Agents has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters Placement Agents have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Shares set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Placement Agents and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it 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 that the Underwriters Placement Agents have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has 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; (e) it waives, 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 in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Placement Agents shall have no liability (whether direct or indirect) to the Company 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company 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 Securities Company’s securities and that no fiduciary, advisory or agency relationship between the Company and each of the Underwriters has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether either of the Underwriters have has advised or are is advising the Company on other matters; (b) the price of the securities set forth in the Pricing this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (ed) 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that: (a) each Underwriter’s responsibility to the Underwriters Company and the Selling Stockholders is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Securities Stock and that no fiduciary, advisory or agency relationship between the Company of the Selling Stockholders and the Underwriters has Representatives have been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether any of the Underwriters have Representatives has advised or are is advising the Company or the Selling Stockholders on other matters; (b) the price of the securities Stock set forth in the Pricing this Agreement was established by the Company and the Selling Stockholders following discussions and arms-length negotiations with the UnderwritersRepresentatives, and the Company and each of the Selling Stockholders is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has they have been advised that the Underwriters 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 the Selling Stockholders and that the Underwriters Representatives have no obligation to disclose such interests and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and (ed) it waivesthey waive, to the fullest extent permitted by law, any claims it they 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 the Selling Stockholders 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 CompanyCompany or the Selling Stockholders, including stockholders, employees or creditors of the CompanyCompany or the Selling Stockholders.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters 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; (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company 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 Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Placement Agent has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Placement Agent has advised or are is advising the Company on other matters; ; (b) the price Unit Purchase Price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Placement Agent and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have Placement Agent has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and and (ed) 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 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, including stockholders, employees or creditors of the CompanyOffering.

Absence of Fiduciary Relationship. The Company 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 Securities Notes pursuant to this Agreement and that no fiduciary, advisory or agency relationship between the Company and the Representative or any of the Underwriters has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have any Underwriter has advised or are is advising the Company on other matters; (b) the price of the securities Notes set forth in the Pricing this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters, Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (ed) 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that: (a) the Underwriters Representatives, on behalf of the Underwriters, have been retained solely to act as underwriters in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company Company, the Selling Stockholders and the Underwriters has Representatives have been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company and the Selling Stockholders on other matters; (b) the price of the securities Offered Securities set forth in the Pricing this Agreement was established by the Company and the Selling Stockholders following discussions and arms-length negotiations with the UnderwritersRepresentatives (including the QIU), and the Company is and 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 the Pricing this Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has they have 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 the Selling Stockholders and that the Underwriters Representatives have no obligation to disclose such interests and transactions to the Company and the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and (ed) it waivesthey waive, to the fullest extent permitted by law, any claims it they may have against the Underwriters Representatives, on behalf of themselves and the other Underwriters, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Underwriters Representatives, on behalf of themselves and the other Underwriters, shall have no liability (whether direct or indirect) to the Company and the Selling Stockholders 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, including stockholders, employees or creditors of the Company, and the Selling Stockholders.

Absence of Fiduciary Relationship. The Company 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 Securities Shares and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Placement Agents has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Placement Agents has advised or are is advising the Company on other matters; ; (b) the price and other terms of the securities Shares set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Placement Agents and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has been advised that the Underwriters Placement Agents and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Placement Agents have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Placement Agents are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of itself and not on behalf of the Company; and (e) it waives, 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 in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Placement Agents shall have no liability (whether direct or indirect) to the Company 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by the Pricing Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; (b) the price of the securities set forth in the Pricing Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company;. (d) 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 that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (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 and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company 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 Securities and that no fiduciary, advisory or agency relationship between the Company or its Subsidiary and the Underwriters has have been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company or its Subsidiary on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Representative and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 its Subsidiary and that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has 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; (e) it waives, 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 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 CompanyCompany and its Subsidiary, including stockholders, employees or creditors of the CompanyCompany and its Subsidiary.

Absence of Fiduciary Relationship. The Company 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 Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it 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 that the Underwriters have Underwriter has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has 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; and (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) each of the Underwriters have been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each of the Underwriters 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; (e) it waives, waives to the fullest extent permitted by law, any claims it may have against each of 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 no Underwriter shall have no any liability (whether direct or indirect) to the Company 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that: (a) the Underwriters Representatives have been retained solely to act as underwriters in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company or the Selling Stockholders, on the one hand, and the Underwriters Representatives, on the other, has been created in respect of any of the transactions contemplated by this Agreement or the Pricing AgreementProspectus, irrespective of whether the Underwriters Representatives have advised or are advising the Company or the Selling Stockholders on other matters; (b) the price of the securities Offered Securities set forth in the Pricing this Agreement was established by the Company and the Selling Stockholders following discussions and armsarm's-length negotiations with the Underwriters, Representatives and the Company is and 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 the Pricing this Agreement; (c) any review by the Underwriters of Company and the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has Selling Stockholders have 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 or the Selling Stockholders and that the Underwriters Representatives have no obligation to disclose such interests and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and (ed) it waivesthe Company and the Selling Stockholders waive, to the fullest extent permitted by law, any claims it they may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company or the Selling Stockholders 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has have been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters and the other Underwriters, and not on behalf of the Company; (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that: (a) the Underwriters Representatives have been retained solely to act as underwriters in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company or the Selling Stockholders, on the one hand, and the Underwriters Representatives, on the other, has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company or the Selling Stockholders on other matters; (b) the price of the securities Offered Securities set forth in the Pricing this Agreement was established by the Company and the Selling Stockholders following discussions and arms-length negotiations with the UnderwritersRepresentatives, and the Company is and the Selling Stockholders are capable of evaluating and understanding understanding, and understands understand and accepts accept, the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of Company and the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has Selling Stockholders have 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 or the Selling Stockholders and that the Underwriters Representatives have no obligation to disclose such interests and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and (ed) it waivesthe Company and the Selling Stockholders waive, to the fullest extent permitted by law, any claims it they may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty with respect to the transactions contemplated by this Agreement and agrees agree that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company or the Selling Stockholders 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company Each of the Manager and the Issuer Trustee acknowledges and agrees that: (a) the Underwriters have Representative has been retained solely to act as underwriters underwriter in connection with the sale of the Securities Class A1 Notes and that no fiduciary, advisory or agency relationship between either the Company Manager or the Issuer Trustee, on the one hand, and the Underwriters Representative, on the other hand, has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Representative has advised or are is advising the Company Manager and/or the Issuer Trustee on other matters; (b) the price of the securities Class A1 Notes set forth in the Pricing this Agreement was established by the Company Representative and the Underwriters following discussions and arms-length negotiations with the UnderwritersManager, and the Company Manager is capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has they have 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 Manager and the Issuer Trustee and that the Underwriters have Representative has no obligation to disclose such interests and transactions to the Company Manager and the Issuer Trustee by virtue of any fiduciary, advisory or agency relationship; and (ed) it waivesthey jointly and severally waive, to the fullest extent permitted by law, any claims it they 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 Manager or the Issuer Trustee 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 CompanyManager and/or the Issuer Trustee, including stockholders, employees or creditors of the CompanyManager or the Issuer Trustee.

Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Securityholders acknowledge and agree that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Selling Securityholders, on the one hand, and the Underwriters, on the other, has been created in respect of any of the transactions contemplated by this Agreement or the Pricing AgreementProspectus, irrespective of whether the Underwriters have advised or are is advising the Company or the Selling Securityholders on other matters; (b) the price of the securities Offered Securities set forth in the Pricing this Agreement was established by the Company Selling Securityholders following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is Selling Securityholders are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of Company and the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has Selling Securityholders 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 the Selling Securityholders and that the Underwriters have no obligation to disclose such interests and transactions to the Company or the Selling Securityholders by virtue of any fiduciary, advisory or agency relationship; and (ed) it waivesthe Company and the Selling Securityholders 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 the Selling Securityholders 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 CompanyCompany or the Selling Securityholders, including stockholders, employees or creditors of the CompanyCompany or the Selling Securityholders.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the several Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has have been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are is advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has been advised that certain of 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 that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of itself, and not on behalf of the Company; (e) it waivesit, he or she 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Shareholders acknowledge and agree that: (a) the Underwriters The Representatives have been retained solely to act as underwriters in connection with the sale of the Securities Offered ADSs and that no fiduciary, advisory or agency relationship between the Company or the Selling Shareholders, on the one hand, and the Underwriters Representatives, on the other, has been created in respect of any of the transactions contemplated by this Agreement or the Pricing AgreementFinal Prospectus, irrespective of whether the Underwriters Representatives have advised or are is advising the Company or the Selling Shareholders on other matters; (b) the The price of the securities Offered ADSs set forth in the Pricing this Agreement was established by Company and the Company Selling Shareholders following discussions and arms-length negotiations with the Underwriters, Representatives and the Company is and the Selling Shareholders are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by The Company and the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has Selling Shareholders have 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 or the Selling Shareholders and that the Underwriters Representatives have no obligation to disclose such interests and transactions to the Company or the Selling Shareholders by virtue of any fiduciary, advisory or agency relationship; and (ed) it waivesThe Company and the Selling Shareholders waive, to the fullest extent permitted by law, any claims it they may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company or the Selling Shareholders 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, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company 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 Securities Underwritten Notes pursuant to this Agreement and that no fiduciary, advisory or agency relationship between the Company and the Representatives or any of the Underwriters has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have any Underwriter has advised or are is advising the Company on other matters; (b) the price of the securities Underwritten Notes set forth in the Pricing this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters, Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (ed) 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company 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 Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have Underwriter has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the you are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriter, and not on behalf of the Company; (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters Dealer Managers have been retained solely to act as underwriters a dealer manager in connection with the sale of the Securities Exchange Offer and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Dealer Managers has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters Dealer Managers have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities New Notes set forth in the Pricing Agreement was indenture related to the New Notes were established by the Company following discussions and arms-length negotiations with the Underwriters, Dealer Managers and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has been advised that the Underwriters Dealer Managers and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters Dealer Managers have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Dealer Managers are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Dealer Managers, and not on behalf of the Company; (e) it waives, waives to the fullest extent permitted by law, any claims it may have against the Underwriters Dealer Managers 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 Dealer Managers shall have no liability (whether direct or indirect) to the Company 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, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company 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 Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has Underwriter have been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have Underwriter has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has 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; (e) it waivesit, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the The Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement or the Pricing AgreementFinal Prospectus, irrespective of whether the Underwriters have advised or are advising the Company on other matters; (b) the The price of the securities Securities set forth in the Pricing this Agreement was established by the Company following discussions and arms-’ length negotiations with the Underwriters, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 Company, and that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (ed) it The Company 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 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, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Shareholder acknowledge and agree that: (a) the Underwriters The Representatives have been retained solely to act as underwriters in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Selling Shareholder, on the one hand, and the Representatives, on the other, has been created in respect of any of the transactions contemplated by this Agreement or the Pricing AgreementFinal Prospectus, irrespective of whether the Underwriters Representatives have advised or are is advising the Company or the Selling Shareholder on other matters; (b) the The price of the securities Offered Securities set forth in the Pricing this Agreement was established by or on behalf of the Company and the Selling Shareholder following discussions and arms-length negotiations with the Underwriters, Representatives and the Company is and the Selling Shareholder are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters Each of the Company, Company and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it Selling Shareholder 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 that the Underwriters Representatives have no obligation to disclose such interests and transactions to the Company or the Selling Shareholder by virtue of any fiduciary, advisory or agency relationship; and (ed) it Each of the Company and the Selling Shareholder 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 the 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 the CompanyCompany or the Selling Shareholder, including stockholdersits shareholders, employees or creditors of the Companycreditors.

Absence of Fiduciary Relationship. The Company 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 Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the UnderwritersUnderwriter, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it 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 that the Underwriters have Underwriter has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) the Company has been advised that you, as Underwriter, are acting in respect of the transactions contemplated by this Agreement, solely for your benefit, and not on behalf of the Company; (e) it waives, the Company 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company 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 Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters any Underwriter has been created in respect of any of the transactions contemplated by this Agreement or the Pricing AgreementProspectus, irrespective of whether the Underwriters have any such Underwriter has advised or are is advising the Company on other matters; (b) the price of the securities Offered Securities set forth in the Pricing this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it 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 that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (ed) it the Company waives, to the fullest extent permitted by law, any claims it the Company 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees the Guarantors acknowledge and agree that: (a) the The Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between Company or any of the Company Guarantors, on the one hand, and the Underwriters Underwriters, on the other, has been created in respect of any of the transactions contemplated by this Agreement or the Pricing AgreementFinal Prospectus, irrespective of whether the Underwriters have advised or are advising the Company or any of the Guarantors on other matters; (b) the price of the securities Securities set forth in the Pricing this Agreement was established by the Company and the Guarantors following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is and the Guarantors are capable of evaluating and understanding understanding, and understands understand and accepts accept, the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of Company and the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has Guarantors 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 or of any of the Guarantors and that the Underwriters have no obligation to disclose such interests and transactions to the Company or any of the Guarantors by virtue of any fiduciary, advisory or agency relationship; and (ed) it waivesthe Company and the Guarantors 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 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 CompanyCompany or any of the Guarantors, including stockholdersshareholders, employees or creditors of the CompanyCompany or any of the Guarantors, respectively.

Absence of Fiduciary Relationship. The Company 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 Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have Underwriter has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has 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; (e) it waives, 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 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, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Each of the Company and the Selling Shareholders acknowledges and agrees that: (a) the Underwriters Representatives have been retained solely to act as underwriters in connection with the sale of the Securities Offered ADSs and that no fiduciary, advisory or agency relationship between the Company or the Selling Shareholders, on the one hand, and the Underwriters Representatives, on the other, has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters Representatives have advised or are is advising Company or the Company Selling Shareholders on other matters; (b) the price of the securities Offered ADSs set forth in the Pricing this Agreement was established by the Company and the Selling Shareholders following discussions and arms-length negotiations with the UnderwritersRepresentatives, and the Company is and the Selling Shareholders are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of Company and the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has Selling Shareholders have been advised that the Underwriters Representatives and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Selling Shareholders and that the Underwriters Representatives have no obligation to disclose such interests and transactions to the Company or the Selling Shareholders by virtue of any fiduciary, advisory or agency relationship; and (ed) it waivesthe Company and the Selling Shareholders waive, to the fullest extent permitted by law, any claims it they 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 the Selling Shareholders 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, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that: (a) the Underwriters Representatives (including for all purposes in this Section 14 JPMorgan in its capacity as a "qualified independent underwriter"), on behalf of the Underwriters, have been retained solely to act as underwriters in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company Company, the Selling Stockholders and the Underwriters has Representatives have been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company and the Selling Stockholders on other matters; (b) the price of the securities Offered Securities set forth in the Pricing this Agreement was established by the Company and the Selling Stockholders following discussions and arms-length negotiations with the UnderwritersRepresentatives, and the Company is and 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 the Pricing this Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has they have 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 the Selling Stockholders and that the Underwriters Representatives have no obligation to disclose such interests and transactions to the Company and the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and (ed) it waivesthey waive, to the fullest extent permitted by law, any claims it they may have against the Underwriters Representatives, on behalf of themselves and the other Underwriters, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Underwriters Representatives, on behalf of themselves and the other Underwriters, shall have no liability (whether direct or indirect) to the Company and the Selling Stockholders 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, including stockholders, employees or creditors of the Company, and the Selling Stockholders.

Absence of Fiduciary Relationship. The Company Each of MRU Holdings and the Depositor 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 Securities Notes and agrees with MRU Holdings and the Depositor that no fiduciary, advisory or agency relationship between MRU Holdings or the Company Depositor and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are advising MRU Holdings or the Company Depositor on other matters; (b) the price of the securities Notes set forth in the Pricing this Agreement was established by MRU Holdings and the Company Depositor following discussions and arms-length negotiations with the Underwriters, Underwriter and MRU Holdings and the Company is Depositor are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by MRU Holdings and the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has Depositor 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 MRU Holdings or the Company Depositor and that the Underwriters have Underwriter has no obligation to disclose such interests and transactions to MRU Holdings or the Company Depositor by virtue of any fiduciary, advisory or agency relationship; and (ed) it waivesMRU Holdings and the Depositor 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 MRU Holdings or the Company Depositor in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of MRU Holdings or the CompanyDepositor, including stockholdersmembers, employees or creditors of MRU Holdings or the CompanyDepositor.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have Underwriter has been retained solely to act as underwriters an in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriter and the Company is capable of evaluating and understanding and understands understand and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters Underwriter have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has 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; (e) it waives, 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 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, including stockholders, employees or creditors of the CompanyCompany and its respective owner, beneficiaries, trustees and controlling persons.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters 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; (e) it waives, 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 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, including stockholders, employees or creditors of the Company.. ​

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the The Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities Offered Shares and that no fiduciary, advisory or agency relationship between Company, on the Company one hand, and the Underwriters Underwriters, on the other, has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; (b) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Offered Shares, represents the entire agreement between the Company and the Underwriters with respect to the preparation of any preliminary prospectus, the General Disclosure Package, the Prospectus at the Effective Time, the Final Prospectus, the conduct of the offering and the purchase and sale of the Offered Shares. (c) the price of the securities Offered Shares set forth in the Pricing this Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters, and the Company is capable of evaluating and understanding understanding, and understands understand and accepts accept, the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (e) it waivesthe Company, to the fullest extent permitted by law, waive any claims it may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty with respect to the transactions contemplated by this Agreement and agrees agree that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters Representatives have been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company or the Subsidiary and the Underwriters has have been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company or the Subsidiary on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 the Subsidiary and that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has 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; (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 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 CompanyCompany and the Subsidiary, including stockholders, employees or creditors of the CompanyCompany and the Subsidiary.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by the Pricing Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; (b) the price of the securities set forth in the Pricing Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company;. (d) 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 that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (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 and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company 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, including stockholders, employees or creditors of the CompanyCompany .

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has have been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has 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, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Offered Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it 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 that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters 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; (e) the Underwriters are not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction; and (f) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have Placement Agent has been retained solely to act as underwriters a placement agent in connection with the sale of the Securities New Money Offering and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Placement Agent has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Placement Agent has advised or are is advising the Company on other matters; ; (b) the price and other terms of the securities New Notes set forth in the Pricing Agreement was indenture related to the New Notes were established by the Company following discussions and arms-length negotiations with the Underwriters, Placement Agent and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have Placement Agent has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has 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; (e) it waives, 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 in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Placement Agent shall have no liability (whether direct or indirect) to the Company 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, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company 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 Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it 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 Company, and that the Underwriters have Underwriter has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) the Company has been advised that 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; (e) the Underwriter has not provided any legal, accounting, regulatory, or tax advice with respect to the offering contemplated hereby and the Company has consulted his, her or its own legal, accounting, regulatory and tax advisors to the extent it waives, deemed appropriate; and (f) the Company 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has have been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Shares set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters 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; and (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Shareholders acknowledge and agree that: (a) the Underwriters Representatives have been retained solely to act as underwriters in connection with the sale of the Securities Company’s securities and that no fiduciary, advisory or agency relationship between the Company or the Selling Shareholders, on the one hand, and the Underwriters Representatives, on the other, has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company or the Selling Shareholders on other matters; (b) the price of the securities set forth in the Pricing this Agreement was established by the Company and the Selling Shareholders following discussions and armsarm’s-length negotiations with the UnderwritersRepresentatives, and the Company is and the Selling Shareholders are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of Company and the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has Selling Shareholders have 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 the Selling Shareholders and that the Underwriters Representatives have no obligation to disclose such interests and transactions to the Company or the Selling Shareholders by virtue of any fiduciary, advisory or agency relationship; and (ed) it waivesthe Company and the Selling Shareholders waive, to the fullest extent permitted by law, any claims it they may have against the Underwriters Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees agree that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company or the Selling Shareholders 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 CompanyCompany or the Selling Shareholders, including stockholdersshareholders, employees or creditors of Company or the CompanySelling Shareholders.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters the Underwriters in connection with the sale of the Securities Units and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Units set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters 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; and (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities Company’s securities and that no fiduciary, advisory or agency relationship between the Company or the Selling Stockholders, on the one hand, and the Underwriters Underwriters, on the other, has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company or the Selling Stockholders on other matters; (b) the price of the securities set forth in the Pricing this Agreement was established by the Company and the Selling Stockholders following discussions and arms-length negotiations with the Underwriters, Representatives and the Company is and the Selling Stockholders are capable of evaluating and understanding understanding, and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of Company and the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has Selling Stockholders 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 or the Selling Stockholders and that the Underwriters have no obligation to disclose such interests and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and (ed) it waivesthe Company and the Selling Stockholders 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 with respect to the transactions contemplated by this Agreement and, to the fullest extent permitted by applicable law, agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or the Selling Stockholders in respect of such a fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities Preferred Shares and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has have been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Preferred Shares set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters 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; and (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company 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 Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have Underwriter has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has 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; (e) it waives, 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 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, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that: (a) the Underwriters The Representative have been retained pursuant to this Agreement solely to act as underwriters underwriter(s) purchaser(s) in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company or the Selling Stockholders, on the one hand, and the Underwriters has Representative, on the other, have been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters Representative have advised or are is advising Company or the Company Selling Stockholders on other matters; (b) the price of the securities set forth in the Pricing this Agreement was established by Company and the Company Selling Stockholders following discussions and arms-length negotiations with the Underwriters, Representative and the Company is and 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 the Pricing this Agreement; (c) any review by the Underwriters of Company and the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has Selling Stockholders have been advised that the Underwriters Representative and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of Company or the Company Selling Stockholders and that the Underwriters Representative have no obligation to disclose such interests and transactions to Company or the Company Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and (ed) it waivesthe Company and the Selling Stockholders waive, to the fullest extent permitted by law, any claims it they 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 Company or the Company Selling Stockholders 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 CompanyCompany or the Selling Stockholders, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Each of the Company acknowledges and agrees the Manager, severally and not jointly, acknowledge and agree 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 Securities Notes and that no fiduciary, advisory or agency relationship between the Company or the Manager, 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 the Pricing this Agreement, irrespective of whether or not any of the Underwriters have has advised or are is advising the Company or the Manager on other matters; (b) the public offering price of the securities Notes and the price to be paid by the Underwriters for the Notes set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, and the Company 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 the Pricing this Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 or the Manager and that none of the Underwriters have no has any obligation to disclose such interests and transactions to the Company or the Manager by virtue of any fiduciary, advisory or agency relationshiprelationship or otherwise; and (e) 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 relating to the transaction contemplated by this Agreement and agrees that none of the Underwriters shall have no any liability (whether direct or indirect, in contract, tort or otherwise) to the Company 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, including stockholders, employees or creditors of the Companyclaim.

Absence of Fiduciary Relationship. The Company acknowledges and agrees the Operating Partnership acknowledge and agree that: (a) the Underwriters have been retained solely to act as underwriters an underwriter in connection with the sale of the Securities Shares and that no fiduciary, advisory or agency fiduciary relationship between the Company and the Underwriters has have been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; (b) the price each of the securities set forth in the Pricing Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters, and the Company Operating Partnership is capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters each of the Company, Company and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it Operating Partnership 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 or the Operating Partnership and that the Underwriters have no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship; and; (ed) it each of the Company and the Operating Partnership 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 shall have no liability (whether direct or indirect) to the Company or 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 CompanyCompany or the Operating Partnership, including stockholdersshareholders, partners, employees or creditors of the CompanyCompany or the Operating Partnership; and (e) each of the parties hereto is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof.

Absence of Fiduciary Relationship. The Company 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 Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have Underwriter has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has 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; and (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company 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 Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have Underwriter has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has 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; (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company 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 Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have Underwriter has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has 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; (e) it waives, the Company 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company 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 Securities Offering and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Xxxxxx, LCM, Xxxxxxxx Capital, Inc. (“Xxxxxxxx”) or Lazard Frères & Co. LLC has advised or are is advising the Company on other matters; (b) the price of the securities Stock and the Representatives’ Securities set forth in the Pricing this Agreement was established by the Company following discussions and arms-length negotiations with the UnderwritersRepresentatives, and the Company is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has been advised that the Underwriters Xxxxxx, LCM, Xxxxxxxx and Xxxxxx Frères & Co. LLC and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (ed) 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters 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; (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Each of the Company acknowledges and agrees the Selling Stockholders acknowledge and agree that: (a) each Underwriter’s responsibility to the Underwriters Company and the Selling Stockholders is solely contractual in nature, the Representatives have been retained solely to act as underwriters in connection with the sale of the Securities Stock and that no fiduciary, advisory or agency relationship relationships between the Company or the Selling Stockholders and the Underwriters has Representatives have been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether any of the Underwriters have Representatives has advised or are is advising the Company or the Selling Stockholders on other matters; (b) the price of the securities Shares set forth in the Pricing this Agreement was established by the Company and the Selling Stockholders following discussions and arms-length negotiations with the UnderwritersRepresentatives, and the Company and the Selling Stockholders is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has they have 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 the Selling Stockholders and that the Underwriters Representatives have no obligation to disclose such interests and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and (ed) it waivesthey waive, to the fullest extent permitted by law, any claims it they 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 the Selling Stockholders 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 CompanyCompany or the Selling Stockholders, including stockholders, employees or creditors of the CompanyCompany or the Selling Stockholders.

Absence of Fiduciary Relationship. The Company 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 Securities ADSs and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has Underwriter have been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are advising the Company on other matters; ; (b) the price and other terms of the securities ADSs set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have Underwriter has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has 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; (e) it waives, 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 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, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have Dealer Manager has been retained solely to act as underwriters a dealer manager in connection with the sale of the Securities Exchange Offers and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Dealer Manager has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Dealer Manager has advised or are is advising the Company on other matters; ; (b) the price and other terms of the securities New Notes set forth in the Pricing Agreement was indenture related to the New Notes were established by the Company following discussions and arms-length negotiations with the Underwriters, Dealer Manager and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has been advised that the Underwriters Dealer Manager and their its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters have Dealer Manager has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Dealer Manager is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Dealer Manager, and not on behalf of the Company; (e) it waives, waives to the fullest extent permitted by law, any claims it may have against the Underwriters Dealer Manager 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 Dealer Manager shall have no liability (whether direct or indirect) to the Company 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, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees each Selling Shareholders acknowledge and agree that: (a) the Underwriters have The Representative has been retained solely to act as underwriters an underwriter in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company or the Selling Shareholders, on the one hand, and the Underwriters Representative, on the other, has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Representative has advised or are is advising the Company or the Selling Shareholders on other matters; (b) the price of the securities Offered Securities set forth in the Pricing this Agreement was established by the Company and the Selling Shareholders following discussions and arms-length negotiations with the Underwriters, Representative and the Company is and the Selling Shareholders are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of Company and the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has Selling Shareholders have 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 or the Selling Shareholders and that the Underwriters have Representative has no obligation to disclose such interests and transactions to the Company or the Selling Shareholders by virtue of any fiduciary, advisory or agency relationship; and (ed) it waivesthe Company and the Selling Shareholders waive, to the fullest extent permitted by law, any claims it they 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 the Selling Shareholders 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters each Underwriter has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have such Underwriter has advised or are is advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it 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 that the Underwriters have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) the Company has been advised that the Underwriters 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; (e) it waives, the Company 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 in respect of such a fiduciary duty claim that may be asserted at any time by or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including including, but not limited to, stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters 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; and (e) it waives, 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 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, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that: (a) the Underwriters have The Underwriter has been retained solely to act as underwriters underwriter in connection with the sale of the Offered Securities and that no fiduciary, advisory or agency relationship between the Company or the Selling Stockholders, 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 or the Pricing AgreementProspectus, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company or the Selling Stockholders on other matters; (b) the price of the securities Offered Securities set forth in the Pricing this Agreement was established by the Company Company, as Custodian, and the Selling Stockholders following discussions and arms-length negotiations with the UnderwritersUnderwriter and the Company, as Custodian, and the Company is Selling Stockholders are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of Company and the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has Selling Stockholders 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 or the Selling Stockholders and that the Underwriters have Underwriter has no obligation to disclose such interests and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and (ed) it waivesthe Company and the Selling Stockholders 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 in connection with the transactions contemplated by this Agreement and agrees agree that the Underwriters Underwriter shall have no liability (whether direct or indirect) to the Company or the Selling Stockholders in respect of such a fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of or in right of the CompanyCompany or the Selling Stockholders, including stockholders, employees or creditors of the CompanyCompany or the Selling Stockholders.

Absence of Fiduciary Relationship. The Company 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 Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have Underwriter has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has 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; (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters Placement Agents have been retained solely to act as underwriters a placement agent in connection with the sale of the Securities New Money Offering and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Placement Agents has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters Placement Agents have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities New Notes set forth in this Agreement and the Pricing Agreement was indenture related to the New Notes were established by the Company following discussions and arms-length negotiations with the Underwriters, Placement Agents and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it 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 that the Underwriters Placement Agents have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has 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; (e) it waives, 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 in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriters Placement Agents shall have no liability (whether direct or indirect) to the Company 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, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is Companyis capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it 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 Companyand that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters 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; and (e) it waives, itwaives 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the several Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have any Underwriter has advised or are is advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has been advised that each of 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 that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of itself and the other underwriters, and not on behalf of the Company; (e) it waives, the Company 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that: (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities Company's securities and that no fiduciary, advisory or agency relationship between the Company or the Selling Stockholders, on the one hand, and the Underwriters Underwriters, on the other, has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company or the Selling Stockholders on other matters; (b) the price of the securities set forth in the Pricing this Agreement was established by the Company and the Selling Stockholders following discussions and arms-length negotiations with the Underwriters, Representatives and the Company is and the Selling Stockholders are capable of evaluating and understanding understanding, and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of Company and the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has Selling Stockholders 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 or the Selling Stockholders and that the Underwriters have no obligation to disclose such interests and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; and (ed) it waivesthe Company and the Selling Stockholders 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 with respect to the transactions contemplated by this Agreement and, to the fullest extent permitted by applicable law, agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or the Selling Stockholders in respect of such a fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company 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 Securities Offering and that no fiduciary, advisory or agency relationship between the Company and the Underwriters such Underwriter has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have LCM, Cowen, JMP Securities, Wedbush Pacgrow Life Sciences, Canaccord Genuity or Lazard Frères & Co. LLC has advised or are is advising the Company on other matters; (b) the price of the securities Shares set forth in the Pricing this Agreement was established by the Company following discussions and arms-length negotiations with the UnderwritersRepresentatives, and the Company is capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has been advised that each of the Underwriters 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 that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (ed) 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 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, including stockholdersshareholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters 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; (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Underwriters Representatives have been retained solely to act as underwriters in connection with the sale of the Securities Company’s securities and that no fiduciary, advisory or agency relationship between the Company Company, on the one hand, and the Underwriters Representatives, on the other, has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters Representatives have advised or are advising the Company on other matters; (b) the price of the securities set forth in the Pricing this Agreement was established by the Company following discussions and arms-length negotiations with the UnderwritersRepresentatives, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters Representatives have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (ed) 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 agree that the Underwriters Representatives shall have no liability (whether direct or indirect) to the Company 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, including stockholders, employees or creditors of the Company. (e) Any review by the Representative or any Underwriter of the Company of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Underwriter, as the case may be, and shall not be on behalf of the Company, as the case may be, or any other person.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities Shares and Warrants and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has have been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Shares and Warrants set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters 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; and (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Shareholders acknowledge and agree that: (a) the Underwriters Placement Agents’ responsibility to the Company and the Selling Shareholders 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 Securities Offering and that no fiduciary, advisory or agency relationship between the Company or the Selling Shareholders and the Underwriters Placement Agents has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters Placement Agents have advised or are advising the Company or the Selling Shareholders on other matters; (b) the price of the securities Stock set forth in the Pricing this Agreement was established by the Company and the Selling Shareholders, respectively and in the case of the Selling Shareholders, individually, following discussions and arms-length negotiations with the UnderwritersPlacement Agents, and the Company is and the Selling Shareholders are capable of evaluating and understanding understanding, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it has they have 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 the Selling Shareholders and that the Underwriters Placement Agents have no obligation to disclose such interests and transactions to the Company or the Selling Shareholders by virtue of any fiduciary, advisory or agency relationship; and (ed) it waivesthey waive, 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 the Selling Shareholders 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 CompanyCompany or the Selling Shareholders, including stockholders, employees or creditors of the CompanyCompany or the Selling Shareholders.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters each Underwriter has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have such Underwriter has advised or are is advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) it 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 that the Underwriters have no obligation to disclose any of such interests and or transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) the Company has been advised that the Underwriters 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; (e) it waives, the Company 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 in respect of such a fiduciary duty claim that may be asserted at any time by or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including including, but not limited to, stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company 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 Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters Underwriter has been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have Underwriter has advised or are is advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Underwriter and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have Underwriter has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has 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; and (e) it waives, 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 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, including stockholders, employees or creditors of the Company.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: : (a) the Underwriters have been retained solely to act as underwriters an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company and the Underwriters has have been created in respect of any of the transactions contemplated by the Pricing this Agreement, irrespective of whether the Underwriters have advised or are advising the Company on other matters; ; (b) the price and other terms of the securities Securities set forth in the Pricing this Agreement was were established by the Company following discussions and arms-length negotiations with the Underwriters, Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Pricing this Agreement; ; (c) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and will not be on behalf of the Company; (d) 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 that the Underwriters have no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised that the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Underwriters and the other Underwriters, and not on behalf of the Company; (e) it waivesit, he or she 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 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, including stockholders, employees or creditors of the Company.