Common use of Disclaimer of Fiduciary Relationship Clause in Contracts

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Agents, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe no fiduciary duties to the Company or its securityholders, creditors, employees or any other party, (iii) the Agents have not assumed nor will they assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents or their affiliates have advised or are currently advising the Company on other matters) and the Agents have no obligation to the Company with respect to the offering of the Shares contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents and their affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees the Operating Partnership acknowledge and agree that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the terms public offering price of the offering Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Operating Partnership, on the one hand, and the AgentsUnderwriters, on the other hand, ; (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, each of the Agents owe no Underwriters is and has been acting solely as a principal and is not the agent or fiduciary duties to of the Company Company, the Operating Partnership, or its their securityholders, creditors, employees or any other party, ; (iii) none of the Agents have not Underwriters has assumed nor will they it assume any advisory or fiduciary responsibility in favor of the Company and the Operating Partnership with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents any Underwriter or their its affiliates have has advised or are is currently advising the Company on other matters) and the Agents Underwriters have no obligation to the Company and the Operating Partnership with respect to the offering of the Shares contemplated by this Agreement except the obligations expressly set forth in this Agreement, ; (iv) each of the Agents Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Operating Partnership; and (v) the Agents Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has and the Operating Partnership have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Agents, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe no fiduciary duties to the Company or its securityholders, creditors, employees or any other party, (iii) the Agents have not assumed nor will they any Agent assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents or any of their respective affiliates have has advised or are is currently advising the Company on other matters) and the Agents have no obligation to the Company with respect to the offering of the Shares contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the AgentsBMOCM, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe BMOCM owes no fiduciary duties to the Company or its securityholders, creditors, employees or any other party, (iii) the Agents have BMOCM has not assumed nor will they it assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents BMOCM or their its affiliates have has advised or are is currently advising the Company on other matters) and the Agents have BMOCM has no obligation to the Company with respect to the offering of the Shares contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents BMOCM and their its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Agents have BMOCM has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Agentseach Agent, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe each Agent owes no fiduciary duties to the Company or its securityholders, creditors, employees or any other party, (iii) the Agents have not no Agent has assumed nor will they it assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents an Agent or their its affiliates have has advised or are is currently advising the Company on other matters) and the Agents have no Agent has any obligation to the Company with respect to the offering of the Shares contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents an Agent and their its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Agents have not no Agent has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees the Operating Partnership acknowledge and agree that (i) the purchase and sale of the Shares Securities pursuant to this Agreement, including the determination of the terms public offering price of the offering Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Operating Partnership, on the one hand, and the AgentsUnderwriters, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe no Underwriters are and have been acting solely as principals and not as the agent or fiduciary duties to of the Company and the Operating Partnership or its their securityholders, creditors, employees or any other party, (iii) the Agents Underwriters have not assumed nor will they assume any an advisory or fiduciary responsibility in favor of the Company or the Operating Partnership with respect to the offering of the Shares Securities contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents or their affiliates Underwriters have advised or are currently advising the Company or the Operating Partnership on other matters) and the Agents Underwriters have no obligation to the Company or the Operating Partnership with respect to the offering of the Shares Securities contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents Underwriters and their affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Operating Partnership, and (v) the Agents Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has and the Operating Partnership have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees the Operating Partnership acknowledge and agree that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Operating Partnership, on the one hand, and the Agents, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe each Agent owes no fiduciary duties to the Company Company, the Operating Partnership, or its securityholders, creditors, employees or any other party, (iii) the Agents have each Agent has not assumed nor will they it assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents any Agent or their its affiliates have has advised or are is currently advising the Company on other matters) and the Agents have no Agent had any obligation to the Company with respect to the offering of the Shares contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents each Agent and their its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Agents have each Agent has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has and the Operating Partnership have consulted its their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the Agents, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe no fiduciary duties to the Company or its securityholders, creditors, employees or any other party, (iii) the Agents have not assumed nor will they assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents or their affiliates have advised or are currently advising the Company on other matters) and the Agents have no obligation to the Company with respect to the offering of the Shares contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents and their affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the AgentsSales Agent, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe Sales Agent owes no fiduciary duties to the Company or its securityholders, creditors, employees or any other party, (iii) the Agents have Sales Agent has not assumed nor will they it assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents Sales Agent or their its affiliates have has advised or are is currently advising the Company on other matters) and the Agents have Sales Agent has no obligation to the Company with respect to the offering of the Shares contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents Sales Agent and their its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Agents have Sales Agent has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Agents, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe no fiduciary duties to the Company or its securityholders, creditors, employees or any other party, (iii) the Agents have has not assumed nor will they assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares Offering contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents or their affiliates have advised or are currently advising the Company on other matters) and the Agents have has no obligation to the Company with respect to the offering of the Shares Offering contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents and their affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Agents, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe no fiduciary duties to the Company or its securityholders, creditors, employees or any other party, (iii) the Agents have not assumed nor will they the Agents assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents or any of their affiliates have advised or are currently advising the Company on other matters) and the Agents have no obligation to the Company with respect to the offering of the Shares contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents and their affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the AgentsSales Agent, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe Sales Agent owes no fiduciary duties to the Company or its securityholders, creditors, employees or any other party, (iii) the Agents have Sales Agent has not assumed nor will they it assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents Sales Agent or their its affiliates have has advised or are is currently advising the Company on other matters) and the Agents have Sales Agent has no obligation to the Company with respect to the offering of the Shares contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents Sales Agent and their its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Agents have Sales Agent has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that ‎that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination ‎determination of the terms of the offering and any related discounts and commissions, is an arm’s‎arm’s-length commercial transaction between the Company, on the one hand, and the Agents, on the ‎the other hand, (ii) in connection with the offering contemplated by this Agreement and the process ‎process leading to such transaction, the Agents owe each Agent owes no fiduciary duties to the Company or its securityholders‎securityholders, creditors, employees or any other party, (iii) the Agents have each Agent has not assumed nor will they ‎will it assume any advisory or fiduciary responsibility in favor of the Company with respect to the ‎the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective ‎‎(irrespective of whether the Agents or their affiliates have has advised or are is currently advising the Company ‎Company on other matters) and the Agents have no obligation to the Company with respect to the ‎the offering of the Shares contemplated by this Agreement except the obligations expressly set forth ‎forth in this Agreement, (iv) the Agents and their affiliates may be engaged in a broad range of transactions ‎transactions that involve interests that differ from those of the Company and (v) the Agents have not ‎not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated ‎contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory ‎regulatory and tax advisors to the extent it deemed appropriate.appropriate.‎

Disclaimer of Fiduciary Relationship. The Each of the Company and the Selling Shareholder acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the CompanyCompany and the Selling Shareholder, on the one hand, and the AgentsUnderwriter, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe no Underwriter is and has been acting solely as a principal and is not the agent or fiduciary duties to of the Company Selling Shareholder or its securityholders, creditors, employees or any other partyof the Company, (iii) the Agents have Underwriter has not assumed nor will they assume any advisory or fiduciary responsibility in favor of the Company or the Selling Shareholder with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents or their affiliates have Underwriter has advised or are is currently advising the Company or the Selling Shareholder on other matters) and the Agents have no or any other obligation to the Company or the Selling Shareholder with respect to the offering of the Shares contemplated by this Agreement except the obligations expressly set forth in this Agreement, and (iv) the Agents and their affiliates may be engaged in a broad range of transactions that involve interests that differ from those each of the Company and (v) the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company Selling Shareholder has consulted its own legal, accounting, regulatory tax and tax financial advisors to the extent it deemed appropriate. Each of the Company and the Selling Shareholder agrees that it will not claim that the Underwriter has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or the Selling Shareholder, in connection with such transaction or the process leading thereto.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Shares Securities pursuant to this Agreement, including the determination of the terms public offering price of the offering Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the AgentsBanc of America, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, transaction Banc of America is and has been acting solely as a principal and is not the Agents owe no agent or fiduciary duties to of the Company or its securityholders, creditors, employees or any other party, (iii) the Agents have Banc of America has not assumed nor will they it assume any an advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares Securities contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents or their affiliates have Banc of America has advised or are is currently advising the Company on other matters) and the Agents have Banc of America has no obligation to the Company with respect to the offering of the Shares Securities contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents Banc of America and their its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Company, and (v) the Agents have Banc of America has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees the Operating Partnership acknowledge and agree that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the terms public offering price of the offering Shares and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the CompanyCompany and the Operating Partnership, on the one hand, and the AgentsUnderwriters, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, each of the Agents owe no Underwriters is and has been acting solely as a principal and is not the agent or fiduciary duties to of the Company or its the Operating Partnership or any of their respective securityholders, creditors, employees or any other party, (iii) none of the Agents have not Underwriters has assumed nor will they it assume any advisory or fiduciary responsibility in favor of the Company or the Operating Partnership with respect to the offering of the Shares Securities contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents any Underwriter or their its affiliates have has advised or are is currently advising the Company or the Operating Partnership on other matters) and the Agents Underwriters have no obligation to the Company or the Operating Partnership with respect to the offering of the Shares Securities contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) each of the Agents Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company or the Operating Partnership, and (v) the Agents Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has and the Operating Partnership have consulted its their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the AgentsBMOCM, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe BMOCM owes no fiduciary duties to the Company or its securityholders, creditors, employees or any other party, (iii) the Agents have BMOCM has not assumed nor will they it assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents BMOCM or their its affiliates have has advised or are is currently advising the Company on other matters) and the Agents have BMOCM has no obligation to the Company with respect to the offering of the Shares contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents BMOCM and their its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Agents have BMOCM has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company Partnership acknowledges and agrees that (i) the purchase and sale of the Shares Units pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyPartnership, on the one hand, and the Agentseach Manager, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe no Manager owes any fiduciary duties to the Company Partnership or its securityholders, creditors, employees employees, or any other party, (iii) the Agents have not no Manager has assumed nor or will they assume any advisory or fiduciary responsibility in favor of the Company Partnership with respect to the offering of the Shares Units contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents any Manager or their its affiliates have has advised or are is currently advising the Company Partnership on other matters) and the Agents have no Manager has any obligation to the Company Partnership with respect to the offering of the Shares Units contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents each Manager and their its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Partnership, and (v) the Agents have not no Manager has provided any legal, accounting, regulatory regulatory, or tax advice with respect to the offering contemplated by this Agreement and the Company Partnership has consulted its own legal, accounting, regulatory regulatory, and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the placement or purchase and sale of the Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Agents, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe each Agent owes no fiduciary duties to the Company or its securityholders, creditors, employees or any other party, (iii) the Agents have each Agent has not assumed nor will they it assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents any Agent or their its affiliates have has advised or are is currently advising the Company on other matters) and the Agents have no Agent has any obligation to the Company with respect to the offering of the Shares contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents each Agent and their its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Agents have each Agent has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the AgentsCitigroup, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe Citigroup owes no fiduciary duties to the Company or its securityholders, creditors, employees or any other party, (iii) the Agents have Citigroup has not assumed nor will they it assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents Citigroup or their its affiliates have has advised or are is currently advising the Company on other matters) and the Agents have Citigroup has no obligation to the Company with respect to the offering of the Shares contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents Citigroup and their its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Agents have Citigroup has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and the Operating Partnership acknowledge and agrees that (i) the purchase and sale of the Shares pursuant to this AgreementAgreement and any Confirmation, including the determination of the terms of the offering and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Operating Partnership, on the one hand, and the AgentsAgents and the Forward Purchasers, as applicable, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents and the Forward Purchasers owe no fiduciary duties to the Company Company, the Operating Partnership or its their securityholders, creditors, employees or any other party, (iii) the Agents and the Forward Purchasers have not assumed nor will they assume any advisory or fiduciary responsibility in favor of the Company or the Operating Partnership with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents Agents, the Forward Purchasers or their affiliates have has advised or are currently advising the Company or the Operating Partnership on other matters) and the Agents and the Forward Purchasers have no obligation to the Company or the Operating Partnership with respect to the offering of the Shares contemplated by this Agreement and the Confirmations except the obligations expressly set forth in this AgreementAgreement and the Confirmations, (iv) the Agents Agents, the Forward Purchasers and their affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Operating Partnership and (v) the Agents and the Forward Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Agentseach Agent, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe each Agent owes no fiduciary duties to the Company or its securityholders, creditors, employees or any other party, (iii) the Agents have not no Agent has assumed nor will they it assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents an Agent or their its affiliates have has advised or are is currently advising the Company on other matters) and the Agents have no Agent has any obligation to the Company with respect to the offering of the Shares contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents an Agent and their its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Agents have not no Agent has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the AgentsManagers, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents Managers owe no fiduciary duties to the Company or its securityholderssecurity holders, creditors, employees or any other party, (iii) the Agents Managers have not assumed nor will they assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents Managers or their respective affiliates have advised or are currently advising the Company on other matters) and the Agents Managers have no obligation to the Company with respect to the offering of the Shares contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents Managers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Agents Managers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Shares Securities pursuant to this Agreement, including the determination of the terms public offering price of the offering Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the AgentsWachovia, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, transaction Wachovia is and has been acting solely as a principal and is not the Agents owe no agent or fiduciary duties to of the Company or its securityholders, creditors, employees or any other party, (iii) the Agents have Wachovia has not assumed nor will they it assume any an advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares Securities contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents or their affiliates have Wachovia has advised or are is currently advising the Company on other matters) and the Agents have Wachovia has no obligation to the Company with respect to the offering of the Shares Securities contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents Wachovia and their its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Company, and (v) the Agents have Wachovia has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Agents, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe owes no fiduciary duties to the Company or its securityholders, creditors, employees or any other party, (iii) the Agents have has not assumed nor will they it assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents or their its affiliates have has advised or are is currently advising the Company on other matters) and the Agents have has no obligation to the Company with respect to the offering of the Shares contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents and their its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Agents, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe no fiduciary duties to the Company or its securityholders, creditors, employees or any other party, (iii) the Agents have not assumed nor will they assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents or their affiliates have advised or are currently advising the Company on other matters) and the Agents have no obligation to the Company with respect to the offering of the Shares contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents and their affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Shares Units pursuant to this Agreement, including the determination of the terms of the offering and any related discounts fees and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the AgentsPlacement Agent, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe no Placement Agent is and has been acting solely as a placement agent and is not the fiduciary duties to of the Company or its securityholders, creditors, employees or any other party, (iii) the Agents have Placement Agent has not assumed nor will they it assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares Units contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents Placement Agent or their its affiliates have has advised or are is currently advising the Company on other matters) and the Agents have Placement Agent has no obligation to the Company with respect to the offering of the Shares Units contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents Placement Agent and their its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Company, and (v) the Agents have Placement Agent has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the AgentsAgent, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe Agent owes no fiduciary duties to the Company or its securityholders, creditors, employees or any other party, (iii) the Agents have Agent has not assumed nor will they the Agent assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents Agent or their any of its affiliates have has advised or are is currently advising the Company on other matters) and the Agents have Agent has no obligation to the Company with respect to the offering of the Shares contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents Agent and their its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Agents have Agent has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’s-arm’s- length commercial transaction between the Company, on the one hand, and the Agents, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe no fiduciary duties to the Company or its securityholders, creditors, employees or any other party, (iii) the Agents have not assumed nor will they assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents or their affiliates have advised or are currently advising the Company on other matters) and the Agents have no obligation to the Company with respect to the offering of the Shares contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents and their affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company Partnership acknowledges and agrees that (i) the purchase and sale of the Shares Units pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyPartnership, on the one hand, and the Agentseach Manager, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe no Manager owes any fiduciary duties to the Company Partnership or its securityholders, creditors, employees or any other party, (iii) the Agents have not no Manager has assumed nor or will they assume any advisory or fiduciary responsibility in favor of the Company Partnership with respect to the offering of the Shares Units contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents any Manager or their its affiliates have has advised or are is currently advising the Company Partnership on other matters) and the Agents have no Manager has any obligation to the Company Partnership with respect to the offering of the Shares Units contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents each Manager and their its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Partnership and (v) the Agents have not no Manager has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company Partnership has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees the Operating Partnership acknowledge and agree that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Operating Partnership, on the one hand, and the Agents, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe each Agent owes no fiduciary duties to the Company Company, the Operating Partnership, or its securityholders, creditors, employees or any other party, (iii) the Agents have each Agent has not assumed nor will they it assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents any Agent or their its affiliates have has advised or are is currently advising the Company on other matters) and the Agents have no Agent has any obligation to the Company with respect to the offering of the Shares contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents each Agent and their its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Agents have each Agent has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has and the Operating Partnership have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the AgentsAgent, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe Agent owes no fiduciary duties to the Company or its securityholders, creditors, employees or any other party, (iii) the Agents have Agent has not assumed nor will they it assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares Offering contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents Agent or their its affiliates have advised or are currently advising the Company on other matters) and the Agents have Agent has no obligation to the Company with respect to the offering of the Shares Offering contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents Agent and their its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Agents have Agent has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Disclaimer of Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the AgentsBMOCM, on the other hand, (ii) in connection with the offering contemplated by this Agreement and the process leading to such transaction, the Agents owe BMOCM owes no fiduciary duties to the Company or its securityholders, creditors, employees or any other party, (iii) the Agents have BMOCM has not assumed nor will they it assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares contemplated by this Agreement or the process leading thereto (irrespective of whether the Agents BMOCM or their its affiliates have has advised or are is currently advising the Company on other matters) and the Agents have BMOCM has no obligation to the Company with respect to the offering of the Shares contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Agents BMOCM and their its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the Agents have BMOCM has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.