Common use of Arm’s Length Transaction Clause in Contracts

Arm’s Length Transaction. The Company acknowledges and agrees that: (a) the purchase and sale of the Offered Securities pursuant to this Agreement and the applicable Terms Agreement, including the determination of the public offering price of the Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (b) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor or fiduciary of the Company, or its affiliates, stockholders, creditors or employees; (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose any of such interests by virtue of any advisory or fiduciary relationship; and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Arm’s Length Transaction. The Each of the Company acknowledges and agrees that: the Trust acknowledge and agree that (ai) the purchase and sale of the Offered Securities Notes pursuant to this Agreement and the applicable Terms Distribution Agreement, including the determination of the public offering price of the Offered Securities Notes and any related discounts and commissions, is an arm’sarm's-length commercial transaction between each of the CompanyCompany and the Trust, on the one hand, and the UnderwritersPurchasing Agent and/or Agent(s), on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (bii) in connection with each transaction the offering contemplated hereby and the process leading to such transaction the Purchasing Agent and each Underwriter Agent is and has been acting solely as a principal and is not the financial advisor agent or fiduciary of the Company, the Trust or its affiliatesany of their respective employees, stockholders(iii) neither the Purchasing Agent, creditors or employees; (c) no Underwriter nor any Agent has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Trust with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Purchasing Agent or Agent has advised or is currently advising the Company or the Trust on other matters) and no Underwriter neither the Purchasing Agent nor any Agent has any obligation to the Company or the Trust with respect to the any offering contemplated hereby except the obligations expressly set forth in this Agreement; the Distribution Agreement or the Omnibus Instrument, (div) the Underwriters Purchasing Agent, the Agent(s) and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose any of such interests by virtue of any advisory or fiduciary relationship; Trust, and (ev) the Underwriters Purchasing Agent and the Agent(s) have not provided any legal, accounting, regulatory or tax advice with respect to the any offering contemplated hereby and the Company has and the Trust have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate.

Arm’s Length Transaction. The In connection with all aspects of each transaction contemplated by this Equity Commitment Agreement, the Company acknowledges and agrees that: (ai) the purchase and sale of Commitment, the Offered Securities pursuant to this Agreement and the applicable Terms Agreement, including the determination of the public offering price of the Offered Securities Rights Offering and any related discounts and commissions, is other transactions described in this Equity Commitment Agreement are an arm’s-length commercial transaction between the Company, the Company Subsidiaries and their respective Affiliates, on the one hand, and the UnderwritersInvestors, on the other hand, and the Company is capable of evaluating and understanding and understands does understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Equity Commitment Agreement; (bii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is transaction, the Investors are and has have been acting solely as a principal principals and is are not the financial advisor advisors or fiduciary fiduciaries for the Company or any of the CompanyCompany Subsidiaries or their respective Affiliates, or its affiliates, stockholders, creditors (other than the Investors themselves) or employeesemployees or any other party; (ciii) no Underwriter has the Investors have not assumed or nor will they assume an advisory or fiduciary responsibility in the Company’s or any Company Subsidiary’s or their respective Affiliates’ favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has the Investors have advised or is are currently advising the Company or the Company Subsidiaries or their respective Affiliates on other matters) and the Investors have no Underwriter has any obligation to the Company or the Company Subsidiaries or their respective Affiliates with respect to the offering transactions contemplated hereby except the those obligations expressly set forth in this Agreement; (d) Equity Commitment Agreement and the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose any of such interests by virtue of any advisory or fiduciary relationship; and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect other documents relating to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.Rights Offering;

Arm’s Length Transaction. The Company acknowledges and agrees that: that (ai) the purchase and sale of the Offered Securities Notes pursuant to this Agreement and the applicable Terms Agreement, including the determination of the public offering price of the Offered Securities Notes and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the UnderwritersPurchasing Agent and/or Agent(s), on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (bii) in connection with each transaction the offering contemplated hereby and the process leading to such transaction the Purchasing Agent and each Underwriter Agent is and has been acting solely as a principal and is not the financial advisor agent or fiduciary of the Company, Company or its affiliatesemployees, stockholders(iii) neither the Purchasing Agent, creditors or employees; (c) no Underwriter nor any Agent has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Purchasing Agent or Agent has advised or is currently advising the Company on other matters) and no Underwriter neither the Purchasing Agent nor any Agent has any obligation to the Company with respect to the any offering contemplated hereby except the obligations expressly set forth in this Agreement or any Terms Agreement; , (div) the Underwriters Purchasing Agent, the Agent(s) and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose any of such interests by virtue of any advisory or fiduciary relationship; Company, and (ev) the Underwriters Purchasing Agent and the Agent(s) have not provided any legal, accounting, regulatory or tax advice with respect to the any offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Arm’s Length Transaction. The Company acknowledges and agrees that: that (ai) the purchase and sale of the Offered Securities Notes pursuant to this Agreement and the applicable Terms Agreement, including the determination of the public offering price of the Offered Securities Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the UnderwritersPurchasing Agent and/or Agent(s), on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (bii) in connection with each transaction the offering contemplated hereby and the process leading to such transaction the Purchasing Agent and each Underwriter Agent is and has been acting solely as a principal and is not the financial advisor agent or fiduciary of the Company, Company or its affiliatesemployees, stockholders(iii) neither the Purchasing Agent, creditors or employees; (c) no Underwriter nor any Agent has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Purchasing Agent or Agent has advised or is currently advising the Company on other matters) and no Underwriter neither the Purchasing Agent nor any Agent has any obligation to the Company with respect to the any offering contemplated hereby except the obligations expressly set forth in this Agreement or any Terms Agreement; , (div) the Underwriters Purchasing Agent, the Agent(s) and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose any of such interests by virtue of any advisory or fiduciary relationship; Company, and (ev) the Underwriters Purchasing Agent and the Agent(s) have not provided any legal, accounting, regulatory or tax advice with respect to the any offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Arm’s Length Transaction. The Each of the Company acknowledges and agrees that: the Trust acknowledge and agree that (ai) the purchase and sale of the Offered Securities Notes pursuant to this Agreement and the applicable Terms Distribution Agreement, including the determination of the public offering price of the Offered Securities Notes and any related discounts and commissions, is an arm’sarm's-length commercial transaction between each of the CompanyCompany and the Trust, on the one hand, and the UnderwritersPurchasing Agent and/or Agent(s), on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (bii) in connection with each transaction the offering contemplated hereby and the process leading to such transaction the Purchasing Agent and each Underwriter Agent is and has been acting solely as a principal and is not the financial advisor agent or fiduciary of the Company, the Trust or its affiliatesany of their repective employees, stockholders(iii) neither the Purchasing Agent, creditors or employees; (c) no Underwriter nor any Agent has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Trust with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Purchasing Agent or Agent has advised or is currently advising the Company or the Trust on other matters) and no Underwriter neither the Purchasing Agent nor any Agent has any obligation to the Company or the Trust with respect to the any offering contemplated hereby except the obligations expressly set forth in this Agreement; the Distribution Agreement or the Omnibus Instrument, (div) the Underwriters Purchasing Agent, the Agent(s) and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose any of such interests by virtue of any advisory or fiduciary relationship; Trust, and (ev) the Underwriters Purchasing Agent and the Agent(s) have not provided any legal, accounting, regulatory or tax advice with respect to the any offering contemplated hereby and the Company has and the Trust have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate.

Arm’s Length Transaction. The Company acknowledges and agrees that: (a) the purchase and sale of the Offered Debt Securities pursuant to this Agreement and the applicable Terms Agreement, including the determination of the public offering price of the Offered Debt Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (b) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor or fiduciary of the Company, or its affiliates, stockholders, creditors or employees; (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose any of such interests by virtue of any advisory or fiduciary relationship; and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.