Common use of No Advisory or Fiduciary Relationship Clause in Contracts

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby, the Borrower acknowledges and agrees for itself and on behalf of the Loan Parties that (i) the Revolving Facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Loan Parties, on the one hand, and the Agent Parties and the Lenders, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, each of the Agent Parties and the Lenders is and has been acting solely as a principal and is not the agent or fiduciary for the Loan Parties; (iii) the Lead Arrangers, Agent Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (iv) the Agent Parties and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Shareholder, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower TCP Entities acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesTCP Entities, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of any of the Loan Parties; TCP Entities or any of their subsidiaries or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of any of the TCP Entities with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising any of the TCP Entities or any of their subsidiaries on other matters) and no Underwriter has any obligation to any of the TCP Entities with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; Company and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or Securities and each of any other Loan Document) and the Loan Parties have TCP Entities has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Stockholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Stockholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Stockholder, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Stockholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Stockholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby, The Company and its Subsidiaries acknowledge and agree that (a) the Borrower acknowledges purchase and agrees for itself and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and its Subsidiaries, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its Subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its Subsidiaries with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its Subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its Subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and its Subsidiaries, and may conflict with, those of the Borrower and its Affiliates, and (e) none of the Lead Arrangers Underwriters or legal counsel for the Agent Parties Underwriters has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (iv) the Agent Parties and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice to the Company or its Subsidiaries with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties Company and its Subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby, The Company and its subsidiaries acknowledge and agree that (a) the Borrower acknowledges purchase and agrees for itself and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and its subsidiaries, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and its subsidiaries, and may conflict with, those of the Borrower and its Affiliates, and (e) none of the Lead Arrangers Underwriters or legal counsel for the Agent Parties Underwriters has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (iv) the Agent Parties and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties Company and its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby, The Company and its Subsidiaries acknowledge and agree that (a) the Borrower acknowledges purchase and agrees for itself and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and its Subsidiaries, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its Subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its Subsidiaries with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its Subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its Subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and its Subsidiaries, and may conflict with, those of the Borrower and its Affiliates, and (e) none of the Lead Arrangers Underwriters or legal counsel for the Agent Parties Underwriters has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (iv) the Agent Parties and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice to the Company or its Subsidiaries with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties Company and its Subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or the Selling Shareholder, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or the Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and the Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and the Selling Shareholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Transaction Entities and the Manager acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesTransaction Entities and the Manager, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of either of the Loan Parties; Transaction Entities or the Manager or any of their respective subsidiaries or their respective stockholders, unitholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Transaction Entities or the Manager with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising either of the Transaction Entities or the Manager or any of their respective affiliates or subsidiaries on other matters) and no Underwriter has any obligation to the Transaction Entities or the Manager with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of either of the Transaction Entities or the Manager, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any business, legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or Securities and each of any other Loan Document) the Transaction Entities and the Loan Parties have Manager has consulted their its own business, legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholder, on the one hand, and the Agent Parties and the LendersUnderwriter, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Shareholder, or its respective stockholders, creditors, employees or any other party, (iiic) the Lead ArrangersUnderwriter has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Company, Agent Parties any of its subsidiaries or any Selling Shareholder on other matters) and their respective the Underwriter has no obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriter and its Affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders have Underwriter has not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated herebythe Company, the Borrower Selling Shareholder and NAB acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany, the Selling Shareholder and NAB, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, the Selling Shareholder or NAB, or its respective subsidiaries, stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company, the Selling Shareholder or NAB with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, the Selling Shareholder or NAB or its subsidiaries on other matters) and no Underwriter has any obligation to the Company, the Selling Shareholder or NAB with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company, the Selling Shareholder or NAB, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties Company, the Selling Shareholder and NAB have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholders, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable does not constitute a recommendation, investment advice, or solicitation of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and any action by the other Loan Documents Underwriters, (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Shareholder, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory regulatory, investment or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Shareholders has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent they have it deemed appropriate, and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Selling Stockholders acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Stockholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, the Subsidiaries or any Selling Stockholder, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, the Subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Stockholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Stockholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholders, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Shareholder, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters or any Selling Shareholder) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each Selling Shareholder has consulted their its own legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby, the Borrower The Company acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable does not constitute a recommendation, investment advice, or solicitation of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and any action by the other Loan Documents Underwriters, (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its Subsidiaries or their respective stockholders, members, partners, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its Subsidiaries on other matters) and no Underwriter has any obligation to the Company with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its AffiliatesCompany, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory regulatory, investment or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent they have it deemed appropriate, and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters in respect to any entity or natural person.

No Advisory or Fiduciary Relationship. In connection with all aspects of The Company, and each transaction contemplated herebySelling Stockholder, the Borrower acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Stockholders, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or their respective stockholders (iiiincluding the Selling Stockholders), creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholders with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Selling Stockholders or the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its Affiliates, and none of the Lead Arrangers Company or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; Selling Stockholders and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties Company and the Selling Stockholders have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they have each deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated herebySelling Stockholder, the Borrower severally and not jointly, acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Stockholders, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Stockholder, or its respective limited liability company members, managers, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Stockholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Stockholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Guarantors acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Guarantors, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its Subsidiaries or any of the Company’s stockholders, creditors, employees, beneficiaries, trustees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Guarantor with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its Subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Guarantors with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its Affiliates, and none each of the Lead Arrangers or Company and the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; Guarantors and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties Company and the Guarantors have consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Partnership Parties acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan Partnership Parties, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of any of the Loan Partnership Parties; , any of their subsidiaries or their respective equityholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of any of the Partnership Parties with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising any of the Partnership Parties or any of their subsidiaries on other matters) and no Underwriter has any obligation to any of the Partnership Parties with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Partnership Parties, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or Securities and each of any other Loan Document) and the Loan Partnership Parties have has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby, The Company and the Borrower acknowledges Operating Partnership acknowledge and agrees for itself agree that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Operating Partnership, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, the Operating Partnership or any other subsidiary of the Company or the stockholders, creditors or employees of the Company and the Operating Partnership or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company and the Operating Partnership with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, the Operating Partnership or any other subsidiary of the Company on other matters) or any other obligation to the Company or the Operating Partnership with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower Company and its Affiliatesthe Operating Partnership, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, financial, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties Company and the Operating Partnership have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Transaction Entities acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between among the Loan PartiesTransaction Entities, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transaction, thereto each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of either of the Loan Parties; Transaction Entities or any of their respective subsidiaries or their respective stockholders, unitholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Transaction Entities with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising either of the Transaction Entities or any of their respective subsidiaries on other matters) and no Underwriter has any obligation to the Transaction Entities with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Transaction Entities, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or Securities and each of any other Loan Document) and the Loan Parties have Transaction Entities has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby, The Company and its subsidiaries acknowledge and agree that (a) the Borrower acknowledges purchase and agrees for itself and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and its subsidiaries, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and its subsidiaries, and may conflict with, those of the Borrower and its Affiliates, and (e) none of the Lead Arrangers Underwriters or legal counsel for the Agent Parties Underwriters has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (iv) the Agent Parties and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties Company and its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate. .

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated herebyThe New Fortress Energy Parties, severally and jointly, acknowledge and agree that (a) the Borrower acknowledges purchase and agrees for itself and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan New Fortress Energy Parties, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan New Fortress Energy Parties; , any of their subsidiaries, or their respective shareholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the New Fortress Energy Parties with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising either of the New Fortress Energy Parties or any of their subsidiaries on other matters) and no Underwriter has any obligation to the New Fortress Energy Parties with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its AffiliatesNew Fortress Energy Parties, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan New Fortress Energy Parties have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate. The New Fortress Energy Parties hereby waive any claims that the New Fortress Energy Parties may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Shareholder, or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each Selling Shareholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Transaction Entities acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between among the Loan PartiesTransaction Entities, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transaction, thereto each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of either of the Loan Parties; Transaction Entities or any of their respective subsidiaries or their respective stockholders, unitholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Transaction Entities with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising either of the Transaction Entities or any of their respective subsidiaries on other matters) and no Underwriter has any obligation to the Transaction Entities with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Transaction Entities, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or Securities and each of any other Loan Document) and the Loan Parties have Transaction Entities has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects of The Company and each transaction contemplated hereby, the Borrower Selling Stockholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Stockholders, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Stockholder, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Stockholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory regulatory, investment or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Stockholders has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent they have it deemed appropriate, and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated herebythe Company and the Selling Stockholder, the Borrower severally and not jointly, acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Stockholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or the Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and the Selling Stockholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties Company and the Selling Stockholder have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate. The Company and the Selling Stockholder hereby waive any claims that the Company and the Selling Stockholder may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Stockholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany or the Selling Stockholders, as applicable, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries, or the Selling Stockholders, or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its Affiliates, and none each of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; Company and each Selling Stockholder and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Stockholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Shareholder, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated herebyThe Company, its subsidiaries and the Borrower acknowledges Advisor acknowledge and agrees for itself agree that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany, its subsidiaries and the Advisor, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries, the Advisor or their respective stockholders, equity interest holders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company, any of its subsidiaries or the Advisor with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Advisor on other matters) and no Underwriter has any obligation to the Company, any of its subsidiaries or the Advisor with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company, its subsidiaries and the Advisor, and may conflict with, those of the Borrower and its Affiliates, and (e) none of the Lead Arrangers Underwriters or legal counsel for the Agent Parties Underwriters has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (iv) the Agent Parties and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice to the Company, any of its subsidiaries or the Advisor with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties Company, its subsidiaries and the Advisor have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Transaction Entities acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesTransaction Entities, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Transaction Entities, any of their subsidiaries, or their respective stockholders, unitholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Transaction Entities with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Transaction Entities or any of their subsidiaries on other matters) and no Underwriter has any obligation to the Transaction Entities with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Transaction Entities, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties Transaction Entities have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholders, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Shareholder, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Stockholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Stockholders, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower Company and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; each Selling Stockholder and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each Selling Stockholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated herebythe Company and the Selling Stockholder, the Borrower severally and not jointly, acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Stockholder, on the one hand, and the Agent Parties and the LendersUnderwriter, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries or the Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (c) the Underwriter (i) has note assumed and will not assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder on other matters) and the relationship between the Company and the Selling Stockholder, on the one hand, and the Underwriter, on the other hand, is entirely and solely commercial, based on arms-length negotiations and, as such, not intended for use by any individual for personal, family or household purposes, (ii) is providing a recommendation or investment advice with respect to the Loan Parties; offering of the Securities or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder on other matters) and (iii) has any obligation to the Lead ArrangersCompany or the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, Agent Parties (d) the Underwriter and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its Affiliates, and none each of the Lead Arrangers or Company and the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; Selling Stockholder and (ive) the Agent Parties and the Lenders have Underwriter has not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and the Selling Stockholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate. The Company and the Selling Stockholder hereby (a) waive any claims that the Company and the Selling Stockholder may have against the Underwriter with respect to any breach of fiduciary duty in connection with the Securities and (b) agree that none of the activities of the Underwriter in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriter with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholder, on the one hand, and the Agent Parties and the LendersUnderwriter, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Shareholder, or its respective stockholders, creditors, employees or any other party, (iiic) the Lead ArrangersUnderwriter has not assumed and will not assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Company, Agent Parties any of its subsidiaries or any Selling Shareholder on other matters) and their respective Affiliates the Underwriter has no obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders have Underwriter has not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Selling Stockholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Shares pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Shares and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Stockholder, on the one hand, and the Agent Parties and the LendersUnderwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Shares and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or the Selling Stockholders, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Lead ArrangersCompany or the Selling Stockholder with respect to the offering of the Shares or the process leading thereto (irrespective of whether the Underwriters has advised or is currently advising the Company or any of its subsidiaries or the Selling Stockholder on other matters) and the Underwriters have no obligation to the Company or the Selling Stockholders with respect to the offering of the Shares except the obligations expressly set forth in this Agreement, Agent Parties (d) each Underwriter and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower Company and its Affiliatesthe Selling Stockholder, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Shares and the Loan Parties Company and the Selling Stockholder have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Stockholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Stockholders, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Stockholder, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Stockholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Stockholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby, the Borrower The Company acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable does not constitute a recommendation, investment advice, or solicitation of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and any action by the other Loan Documents Underwriters, (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company or any of its subsidiaries, or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its AffiliatesCompany, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory financial, regulatory, investment or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company has consulted their its own respective legal, accounting, regulatory financial, regulatory, investment and tax advisors to the extent they have it deemed appropriateappropriate and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Stockholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Stockholder, on the one hand, and the Agent Parties and the LendersUnderwriter, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Stockholder, or any of their respective stockholders, creditors, employees or any other party, (iiic) the Lead ArrangersUnderwriter has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Company, Agent Parties any of its subsidiaries or any Selling Stockholder on other matters) and their respective Affiliates the Underwriter does not have any obligation to the Company or any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Stockholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders have Underwriter has not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Stockholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Shareholders acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholders, on the one hand, and the Agent Parties and the LendersUnderwriter, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Shareholders or their respective stockholders, creditors, employees or any other party, (iiic) the Lead ArrangersUnderwriter has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Company or any of its subsidiaries or any Selling Shareholder on other matters) and the Underwriter has no obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, Agent Parties (d) the Underwriter and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; Company and (ive) the Agent Parties and the Lenders have Underwriter has not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects of The Company and Selling Stockholder each transaction contemplated hereby, the Borrower acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Stockholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Selling Stockholder, the Company, or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Selling Stockholder, the Company on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower Company and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; Selling Stockholder and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have each of the Company and Selling Stockholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Selling Shareholders acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholders, on the one hand, and the Agent Parties and the LendersUnderwriter, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Shareholders, or its respective stockholders, creditors, employees or any other party, (iiic) the Lead ArrangersUnderwriter has not assumed and will not assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Company, Agent Parties any of its subsidiaries or any Selling Shareholder on other matters) and their respective Affiliates the Underwriter has no obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders have Underwriter has not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Stockholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Stockholder, on the one hand, and the Agent Parties and the LendersUnderwriter, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Stockholder, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriter and their respective Affiliates its affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Stockholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders have Underwriter has not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Stockholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or the Selling Shareholder, or its respective shareholders, stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or the Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and the Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or Securities and each of any other Loan Document) the Company and the Loan Parties have Selling Shareholder has consulted their its own legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower World Point Parties and the Selling Unitholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Units pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Units and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesWorld Point Parties and the Selling Unitholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Units and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan World Point Parties; , any of its subsidiaries or the Selling Unitholder, or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the World Point Parties or the Selling Unitholder with respect to the offering of the Units or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the World Point Parties, any of its subsidiaries or the Selling Unitholder on other matters) and no Underwriter has any obligation to the World Point Parties or the Selling Unitholder with respect to the offering of the Units except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its Affiliates, and none each of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (iv) the Agent World Point Parties and the Lenders Selling Unitholder, and (e) the Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Units and the Loan World Point Parties have and the Selling Unitholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Selling Stockholders acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the purchase price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Stockholders, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Stockholders, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower Company and its Affiliateseach Selling Stockholder, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or Securities and each of any other Loan Document) the Company and the Loan Parties have Selling Stockholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby, the Borrower The Company acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable does not constitute a recommendation, investment advice, or solicitation of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and any action by the other Loan Documents Underwriters, (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries,, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its AffiliatesCompany, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory regulatory, investment or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent they have it deemed appropriate, and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated herebySelling Shareholder, the Borrower severally and not jointly, acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholders, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Shareholder, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholder, on the one hand, and the Agent Parties and the LendersUnderwriter, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Shareholder, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriter and their its respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders have Underwriter has not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby, the Borrower The Company acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable does not constitute a recommendation, investment advice, or solicitation of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and any action by the other Loan Documents Underwriters, (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries, or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its AffiliatesCompany, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory regulatory, investment or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent they have it deemed appropriate, and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholder, on the one hand, and the Agent Parties and the LendersUnderwriter, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Shareholder, or its respective shareholders, creditors, employees or any other party, (iiic) Underwriter has not assumed and will not assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Shareholder on other matters) and the Underwriter has no obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriter and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders have Underwriter has not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Operating Partnership and the Company acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesOperating Partnership and the Company, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Operating Partnership, the Company or any of their respective subsidiaries, or their respective stockholders, unitholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Operating Partnership or the Company with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Operating Partnership, the Company or any of their respective subsidiaries on other matters) and no Underwriter has any obligation to the Operating Partnership or the Company with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower Operating Partnership and its Affiliatesthe Company, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties Operating Partnership and the Company have consulted their own business, legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Stockholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Stockholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Stockholder, or any of their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Stockholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Stockholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects of The Company and each transaction contemplated hereby, the Borrower Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesSelling Shareholders, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries, any of the Selling Shareholders or any of their respective shareholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower Company and its Affiliateseach Selling Shareholder, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each Selling Shareholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects of The Company and each transaction contemplated hereby, the Borrower Selling Stockholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Stockholders, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Stockholders, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower Company and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; each Selling Stockholder and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each Selling Stockholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Selling Stockholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the Public Offering Price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Stockholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or the Selling Stockholder, or their respective stockholders, creditors, employees, beneficiaries, trustees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its Affiliates, and none each of the Lead Arrangers or Company and the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; Selling Stockholder and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and the Selling Stockholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Shares pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Shares and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Shares and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Delek Entities or the Selling Shareholder or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Shareholder with respect to the offering of the Shares or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Delek Entities or the Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or the Selling Shareholder with respect to the offering of the Shares except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its Affiliates, and none each of the Lead Arrangers or Company and the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; Selling Shareholder and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Shares and the Loan Parties Company and the Selling Shareholder have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby, The Transaction Entities acknowledge and agree that (a) the Borrower acknowledges purchase and agrees for itself and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesTransaction Entities, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable does not constitute a recommendation, investment advice, or solicitation of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and any action by the other Loan Documents Underwriters, (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Transaction Entities, any of their subsidiaries or their respective stockholders, partners, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Transaction Entities with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Transaction Entities or any of their subsidiaries on other matters) and no Underwriter has any obligation to the Transaction Entities with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its AffiliatesTransaction Entities, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory regulatory, investment or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties Transaction Entities have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they have deemed appropriateappropriate and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or the Selling Shareholder, or their respective shareholders, stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or the Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and the Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or Securities and each of any other Loan Document) the Company and the Loan Parties have Selling Shareholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated herebythe Company, the Borrower A-1 Series and the Administrative Agent acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, the A-1 Series or the Administrative Agent, or their stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company, the A-1 Series or the Administrative Agent with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, the A-1 Series or the Administrative Agent on other matters), and no Underwriter has any obligation to the Company, the A-1 Series or the Administrative Agent with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company, the A-1 Series or the Administrative Agent, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering contemplated hereby and each of the transactions contemplated hereby (including any amendmentCompany, waiver or other modification hereof or of any other Loan Document) the A-1 Series and the Loan Parties have Administrative Agent has consulted their its own legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Transaction Entities acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesTransaction Entities, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable does not constitute a recommendation, investment advice, or solicitation of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and any action by the other Loan Documents Underwriters, (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Transaction Entities with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the either of the Transaction Entities with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; Transaction Entities and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory regulatory, investment or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties Transaction Entities have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they have either of them deemed appropriate, and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Selling Shareholders acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholders, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or the Selling Shareholders, or its or their respective shareholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Shareholders with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Shareholders on other matters) and no Underwriter has any obligation to the Company or the Selling Shareholders with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and the Selling Shareholders, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties Company and the Selling Shareholders have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Shareholder acknowledges and agrees for itself that (a) the sale and on behalf transfer of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and any Selling Shareholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Shareholder, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated herebythe Company and Nationstar, the Borrower severally and not jointly, acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and Nationstar LLC, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company or any of its subsidiaries, or the its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or Nationstar LLC with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or Nationstar LLC with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and Nationstar LLC, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties Company and Nationstar LLC have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate. The Company and Nationstar LLC hereby waive any claims that the Company and Nationstar LLC may have against the Underwriters with respect to any breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or the Selling Shareholder or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or the Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and the Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or Securities and each of any other Loan Document) the Company and the Loan Parties have Selling Shareholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the WhiteHorse Entities and each transaction contemplated hereby, the Borrower Selling Stockholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesWhiteHorse Entities and the Selling Stockholders, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; WhiteHorse Entities, the Subsidiary or any Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the WhiteHorse Entities or any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the WhiteHorse Entities or the Subsidiary or any Selling Stockholder on other matters) and no Underwriter has any obligation to the WhiteHorse Entities or any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower WhiteHorse Entities and its Affiliateseach Selling Stockholder, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or Securities and each of any other Loan Document) the WhiteHorse Entities and the Loan Parties have each Selling Stockholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Stockholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Stockholders, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Stockholder, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower Company and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; each Selling Stockholder and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Stockholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and MeiraGTx UK acknowledges and agrees for itself that (a) the subscription and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and MeiraGTx UK, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, MeiraGTx UK, any of its respective subsidiaries or their respective shareholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or MeiraGTx UK with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, MeiraGTx UK or any of its respective subsidiaries on other matters) and no Underwriter has any obligation to the Company or MeiraGTx UK with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its Affiliates, and none of the Lead Arrangers Company or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; MeiraGTx UK and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and MeiraGTx UK has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby, The Company and its subsidiaries acknowledge and agree that (a) the Borrower acknowledges purchase and agrees for itself and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and its subsidiaries, on the one hand, and the Agent Parties and the Lendersseveral Initial Purchasers, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Initial Purchaser is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (iiic) no Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Initial Purchaser has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Initial Purchaser has any obligation to the Company or any of its subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Initial Purchasers and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and its subsidiaries, and may conflict with, those of the Borrower and its Affiliates, and (e) none of the Lead Arrangers Initial Purchasers or legal counsel for the Agent Parties Initial Purchasers has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (iv) the Agent Parties and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties Company and its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects of The Company and each transaction contemplated hereby, the Borrower Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and such Selling Shareholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries, any Selling Shareholder or any of their respective stockholders, creditors, employees, or of any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its Affiliates, and none each of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; Company and each Selling Shareholder and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each Selling Shareholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Stockholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany or the Selling Stockholders, as applicable, on the one hand, and the Agent Parties and the LendersUnderwriter, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries, or the Selling Stockholders, or their respective stockholders, creditors, employees or any other party, (iiic) the Lead ArrangersUnderwriter has not assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Company, Agent Parties any of its subsidiaries or any Selling Stockholder on other matters) and their respective Affiliates the Underwriter has no obligation to the Company or any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its Affiliates, and none each of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; Company and each Selling Stockholder and (ive) the Agent Parties and the Lenders have Underwriter has not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Stockholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Selling Stockholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Stockholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or the Selling Stockholder, or their respective stockholders, creditors, employees, beneficiaries, trustees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and the Selling Stockholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and the Selling Stockholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Selling Stockholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Stockholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or the Selling Stockholder, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and the Selling Stockholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and the Selling Stockholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Shareholders acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholders, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Shareholders or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; Company and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholders, on the one hand, and the Agent Parties and the LendersUnderwriter, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company or any of its subsidiaries or any Selling Shareholder, or their respective shareholders, creditors, employees or any other party, (iiic) the Lead ArrangersUnderwriter has not assumed and will not assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Company or any of its subsidiaries or any Selling Shareholder on other matters) and the Underwriter does not have any obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, Agent Parties (d) the Underwriter and their respective Affiliates its affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders have Underwriter has not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Operating Partnership acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Operating Partnership, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, the Operating Partnership or any of their respective subsidiaries, or its respective stockholders, unitholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Operating Partnership with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, the Operating Partnership or any of their respective subsidiaries on other matters) and no Underwriter has any obligation to the Company or the Operating Partnership with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower Company and its Affiliatesthe Operating Partnership, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties Company and the Operating Partnership have consulted their own business legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate. Any review by the Representatives or any Underwriter of the Operating Partnership, the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter and shall not be on behalf of the Operating Partnership or the Company or any other person.

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby, the Borrower acknowledges and agrees for itself and on behalf Each of the Loan Parties Company and the Selling Shareholder acknowledge and agree that (ia) the Revolving Facility provided for hereunder purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities contemplated hereby and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or their respective stockholders (iiiincluding the Selling Shareholder), creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries or the Selling Shareholder on other matters) and no Underwriter has any obligation to the Company with respect to the offering of the Securities contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower Company and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; Selling Shareholder and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions Securities contemplated hereby (including any amendment, waiver or other modification hereof or and each of any other Loan Document) the Company and the Loan Parties have Selling Shareholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Selling Shareholders acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholders, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Shareholder, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Shareholder, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its Affiliates, and none each of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisoryCompany and each Selling Shareholder, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, investment, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriateappropriate and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated herebythe Company, the Borrower Controlling Shareholder and the Selling Shareholders acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany, the Controlling Shareholder and the Selling Shareholders, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, the Controlling Shareholder or any Selling Shareholder, or its respective shareholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company, the Controlling Shareholder or any Selling Shareholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, the Controlling Shareholder or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company, the Controlling Shareholder or any Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom each of the Company, the Controlling Shareholder and the Selling Shareholders, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering contemplated hereby and each of the transactions contemplated hereby (including any amendmentCompany, waiver or other modification hereof or of any other Loan Document) the Controlling Shareholder and the Loan Parties have Selling Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Shareholder, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or Securities and each of any other Loan Document) the Company and the Loan Parties have Selling Shareholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects The Company and each of each transaction contemplated hereby, the Borrower Selling Stockholders acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Stockholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Selling Stockholder, the Company, or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Selling Stockholder, the Company on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower Company and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; Selling Stockholder and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and Selling Stockholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholders, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or the Selling Shareholders, or their respective shareholders, stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Shareholders with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Shareholders on other matters) and no Underwriter has any obligation to the Company or the Selling Shareholders with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and the Selling Shareholders, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or Securities and each of any other Loan Document) the Company and the Loan Parties have Selling Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Transaction Entities acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesTransaction Entities, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Transaction Entities, any of their subsidiaries, or their respective shareholders, stockholders, unitholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Transaction Entities or any of their subsidiaries or affiliates with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Transaction Entities or any of their subsidiaries on other matters) and no Underwriter has any obligation to the Transaction Entities with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Transaction Entities, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties Transaction Entities have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Selling Shareholder acknowledges and agrees for itself that (A) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesSelling Shareholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iiB) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan PartiesCompany, any of its subsidiaries or any Selling Shareholder, or its respective stockholders, creditors, employees or any other party; (iiiC) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement; (D) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its Affiliates, and none each of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipCompany and each Selling Shareholder; and (ivE) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Shareholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Stockholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesSelling Stockholders, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Stockholder, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Stockholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Stockholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholder, on the one hand, and the Agent Parties and the LendersUnderwriter, on the other hand, and the Loan Parties are capable does not constitute a recommendation, investment advice, or solicitation of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and any action by the other Loan Documents Underwriter, (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Shareholder, or its respective shareholders, creditors, employees or any other party, (iiic) Underwriter has not assumed and will not assume an advisory or fiduciary responsibility in favor of the Company or any Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Shareholder on other matters) and the Underwriter has no obligation to the Company or any Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriter and their respective its Affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders have Underwriter has not provided and will not provide any legal, accounting, regulatory regulatory, investment or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Shareholders has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent they have it deemed appropriate., and (f) none of the activities of the Underwriter in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriter with respect to any entity or natural person..

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Guarantor acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Guarantors, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company or the Guarantors, any of their subsidiaries, or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Guarantor with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or any Guarantor with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower Company and its Affiliatesthe Guarantors, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Selling Shareholder acknowledges and agrees for itself that (a) the sale and on behalf transfer of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or the Selling Shareholder, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or the Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or the Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and the Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and the Selling Shareholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its Subsidiaries or and the Selling Shareholder or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its Subsidiaries or the Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or the Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower Company and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; Selling Shareholder and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties Company and the Selling Shareholder have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated herebythe Company, the Borrower Controlling Person and each Selling Shareholder acknowledges and agrees for itself and on behalf of the Loan Parties that (i) the Revolving Facility provided for hereunder purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholders, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the offering contemplated hereby and the process leading to such transaction, transaction each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company or any Selling Shareholder, or their respective stockholders, creditors, employees or any other party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Lead ArrangersCompany or any Selling Shareholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, Agent Parties any of its subsidiaries or variable interest entities or any Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or any Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and each Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ivv) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering contemplated hereby and the Company and each of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Loan Parties have Selling Shareholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Operating Partnership and the Company acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between Operating Partnership and the Loan PartiesCompany, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Operating Partnership, the Company or any of their respective subsidiaries, or their respective stockholders, unitholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Operating Partnership or the Company with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Operating Partnership, the Company or any of their respective subsidiaries on other matters) and no Underwriter has any obligation to the Operating Partnership or the Company with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower Operating Partnership and its Affiliatesthe Company, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties Operating Partnership and the Company have consulted their own business, legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate. Any review by the Representative or any Underwriter of the Operating Partnership, the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Underwriter and shall not be on behalf of the Operating Partnership or the Company or any other person.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of the Company and each transaction contemplated hereby, the Borrower Selling Stockholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesSelling Stockholders, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable does not constitute a recommendation, investment advice, or solicitation of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and any action by the other Loan Documents Underwriters, (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company or any of its subsidiaries or any Selling Stockholder, or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its Affiliates, and none each of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisoryCompany and each Selling Stockholder, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory regulatory, investment or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Stockholders has consulted their its own respective legal, accounting, financial, regulatory and tax advisors to the extent they have it deemed appropriate, (f) the information and transactions contemplated in this Agreement do not constitute an offer or a solicitation of an offer to transact in any securities or other financial instrument with any natural person, and (g) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. Each Selling Stockholder further acknowledges and agrees that, although the Underwriters may provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the Public Offering, the Underwriters are not making a recommendation to any Selling Stockholder to participate in the Public Offering or sell any Securities at the purchase price for the Securities, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Selling Shareholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Shareholder, on the one hand, and the Agent Parties and the LendersUnderwriter, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its Subsidiaries or the Selling Shareholder, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Shareholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its Subsidiaries or the Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or the Selling Shareholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriter and their respective Affiliates its affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and the Selling Shareholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders have Underwriter has not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or Securities and each of any other Loan Document) the Company and the Loan Parties have Selling Shareholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Selling Stockholder acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Stockholder, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Stockholder, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ fromfrom those of each of the Company and the Selling Stockholder, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Parties have Company and each of the Selling Stockholder has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Company and the Selling Stockholders acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Selling Stockholders, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, any of its subsidiaries or any Selling Stockholders, or its respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, any of its subsidiaries or any Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower Company and its Affiliateseach Selling Stockholder, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or Securities and each of any other Loan Document) the Company and the Loan Parties have Selling Stockholders has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby, The Company and the Borrower acknowledges Operating Partnership acknowledge and agrees for itself agree that (a) the purchase and on behalf sale of the Loan Parties that (i) Shares pursuant to this Agreement, including the Revolving Facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendmentdetermination of the terms of the offering, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesCompany and the Operating Partnership, on the one hand, and the Agent Parties Underwriter, Forward Purchaser and the Lenders, Forward Seller on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Shares and the process leading to such transactionthereto, each of the Agent Parties Underwriter, Forward Purchaser and the Lenders Forward Seller is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; Company, the Operating Partnership or any other subsidiary of the Company or the stockholders, creditors or employees of the Company and the Operating Partnership or any other party, (iiic) the Lead ArrangersUnderwriter, Agent Parties Forward Purchaser and Forward Seller have not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company and the Operating Partnership with respect to the offering of the Shares or the process leading thereto (irrespective of whether the Underwriter, the Forward Purchaser or the Forward Seller has advised or is currently advising the Company, the Operating Partnership or any other subsidiary of the Company on other matters) or any other obligation to the Company or the Operating Partnership with respect to the offering of the Shares except the obligations expressly set forth in this Agreement, (d) the Underwriter, the Forward Purchaser and the Forward Seller and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower Company and its Affiliatesthe Operating Partnership, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties Underwriter, the Forward Purchaser and the Lenders Forward Seller have not provided and will not provide any legal, accounting, financial, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Shares and the Loan Parties Company and the Operating Partnership have consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent they have deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower WhiteHorse Entities acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Underwritten Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Underwritten Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan PartiesWhiteHorse Entities, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Underwritten Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of the Loan Parties; WhiteHorse Entities, any of its subsidiaries or their respective stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the WhiteHorse Entities with respect to the offering of the Underwritten Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the WhiteHorse Entities or any of the Company’s subsidiaries on other matters) and no Underwriter has any obligation to the WhiteHorse Entities with respect to the offering of the Underwritten Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; WhiteHorse Entities and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or Underwritten Securities and each of any other Loan Document) and the Loan Parties have WhiteHorse Entities has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they have it deemed appropriate.

No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby, 19.1 The Corporation hereby acknowledges that (a) the Borrower acknowledges purchase and agrees for itself and on behalf sale of the Loan Parties that (i) Purchased Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the Purchase Price and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length arm’s‑length commercial transaction between the Loan PartiesCorporation, on the one hand, and each of the Agent Parties Underwriters and the Lendersany affiliate through which it may be acting, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the other; (b) in connection with each transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transactiontransactions, each of the Agent Parties and the Lenders Underwriters is and has been acting solely as a principal and is not the as an agent or fiduciary for the Loan Parties; (iii) the Lead Arrangers, Agent Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipCorporation; and (ivc) the Agent Parties Corporation’s engagement of each of the Underwriters in connection with the offering of the Purchased Securities and the Lenders have process leading up to the offering of the Purchased Securities is as independent contractors and not provided and will not provide in any legalother capacity. Furthermore, accounting, regulatory or tax advice the Corporation agrees that it is solely responsible for making its own judgments in connection with respect to the offering of the Purchased Securities (irrespective of whether any of the transactions contemplated hereby (including any amendment, waiver Underwriters has advised or is currently advising the Corporation on related or other modification hereof or matters). The Corporation agrees that it will not claim that the Underwriters have rendered advisory services of any other Loan Documentnature or respect, or owes an agency, fiduciary or similar duty to the Corporation, in connection with such transaction or the process leading thereto. 19.2 National Bank Financial Inc. or an affiliate thereof may own or control an equity interest in TMX Group Limited (“TMX Group”) and may have a nominee director serving on the Loan Parties TMX Group’s board of directors. As such, such investment dealer may be considered to have consulted their own legalan economic interest in the listing of securities on any exchange owned or operated by TMX Group, accountingincluding the TSX, regulatory the TSX Venture Exchange and tax advisors the Alpha Exchange. No person or company is required to the extent they have deemed appropriateobtain products or services from TMX Group or its affiliate as a condition of any such dealer supplying or continuing to supply a product or service.

No Advisory or Fiduciary Relationship. In connection with all aspects Each of each transaction contemplated hereby, the Borrower Partnership Parties acknowledges and agrees for itself that (a) the purchase and on behalf sale of the Loan Parties that (i) Securities pursuant to this Agreement, including the Revolving Facility provided for hereunder determination of the initial public offering price of the Securities and any related arranging or other services in connection therewith (including in connection with any amendmentdiscounts and commissions, waiver or other modification hereof or of any other Loan Document) are is an arm’s-length commercial transaction between the Loan Partnership Parties, on the one hand, and the Agent Parties and the Lendersseveral Underwriters, on the other hand, and the Loan Parties are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (iib) in connection with the offering of the Securities and the process leading to such transactionthereto, each of the Agent Parties and the Lenders Underwriter is and has been acting solely as a principal and is not the agent or fiduciary for of any of the Loan Partnership Parties; , any of their subsidiaries or their respective equityholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of any of the Partnership Parties with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising any of the Partnership Parties or any of their subsidiaries on other matters) and no Underwriter has any obligation to any of the Partnership Parties with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Lead Arrangers, Agent Parties Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, from those of the Borrower and its Affiliates, and none of the Lead Arrangers or the Agent Partnership Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (ive) the Agent Parties and the Lenders Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any the offering of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) Securities and the Loan Partnership Parties have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.