Common use of No Advisory or Fiduciary Relationship Clause in Contracts

No Advisory or Fiduciary Relationship. Each of the Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are and have been acting solely as principals and are not agents or fiduciaries of the Company or the Manager, or their stockholders, creditors, employees or any other party, (c) the Underwriters have not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised or are currently advising the Company or the Manager on other matters) and the Underwriters have no obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (ai) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an are arm’s-length commercial transaction transactions between the Company, on the one hand, and the UnderwritersAgent(s), on the other hand, (bii) in connection with the offering offerings contemplated hereby and the process leading to such transaction the Underwriters are each Agent is and have has been acting solely as principals a principal and are is not agents the agent (except to the extent expressly set forth herein) or fiduciaries fiduciary of the Company or the Manager, or their its stockholders, creditors, employees or any other party, (ciii) the Underwriters have not no Agent has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering offerings contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Agent has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Agent has any obligation to the Company with respect to the any offering contemplated hereby except the obligations expressly set forth in this Agreement, (div) the Underwriters Agent(s) and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (ev) the Underwriters have not no Agent has provided any legal, accounting, regulatory or tax advice with respect to the offering offerings contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company The Fund and the Manager acknowledges Adviser each acknowledge and agrees agree that (a) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyFund, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company Fund or the ManagerAdviser, or any of their respective stockholders, creditors, creditors or employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company Fund or the Manager Adviser with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company Fund or the Manager Adviser on other matters) and the Underwriters have no Underwriter has any obligation to the Company Fund or the Adviser with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company Fund or the ManagerAdviser, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Fund and the Manager Adviser each has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (ai) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Manager, on the one hand, and the several Underwriters, on the other hand, (bii) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Manager, or their respective stockholders, creditors, employees or any other party, (ciii) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby hereby, except the obligations expressly set forth in this Agreement, (div) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or and the Manager, and (ev) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Manager Transaction Entities acknowledges and agrees that that (a) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyTransaction Entities, on the one hand, and the several Underwriters, on the other hand, , (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Manager, Transaction Entities or their respective stockholders, unitholders, creditors, employees or any other party, , (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager Transaction Entities with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager Transaction Entities on other matters) and the Underwriters have no Underwriter has any obligation to the Company Transaction Entities with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, , (d) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerTransaction Entities, and and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has Transaction Entities have consulted its their own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company The DB Entities acknowledge and the Manager acknowledges and agrees agree that (a) the purchase and sale of the Trust Preferred Securities pursuant to this Agreement, including the determination of the public offering price of the Trust Preferred Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyDB Entities, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerDB Entities, or their stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager DB Entities with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager DB Entities on other matters) and the Underwriters have no Underwriter has any obligation to the Company DB Entities with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerDB Entities, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has DB Entities have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Offered Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction transaction, the Underwriters are and have been acting solely as principals a principal and are not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their its stockholders, creditors, employees or any other party, (c) the Underwriters have not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised or are currently advising the Company or the Manager on other matters) and the Underwriters have no obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (ai) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the CompanyCompany and the Manager, on the one hand, and the several Underwriters, on the other hand, (bii) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or Company, the Manager, or their respective stockholders, creditors, employees or any other party, (ciii) the Underwriters have each Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have each Underwriter has no obligation to the Company or the Manager with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (div) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or and the Manager, and (ev) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has have consulted its their own respective legal, accounting, regulatory and tax advisors to the extent it each deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, Agreement is an arm’s-length commercial transaction agreement between the Company, on the one hand, and the UnderwritersCF&Co, on the other hand, (b) in connection with the offering sale of the Shares contemplated hereby and the process leading thereto, CF&Co (as opposed to such transaction certain of its officers and employees who are also officers or employees of the Underwriters are Company) is not and have has not been acting solely as principals and are not agents the agent or fiduciaries fiduciary of the Company or the Manager, or their stockholders, creditors, employees or any other partyCompany, (c) CF&Co (as opposed to certain of its officers and employees who are also officers or employees of the Underwriters have Company) has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering sale of the Shares contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have CF&Co has advised or are is currently advising the Company or the Manager on other matters, including acquisitions, dispositions, and capital raises), and CF&Co (as opposed to certain of its officers and employees who are also officers or employees of the Company) and the Underwriters have has no obligation to the Company with respect to the offering sale of the Shares contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters CF&Co and their Affiliates its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have CF&Co has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each sale of the Company Shares contemplated hereby, and the Manager Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction the Underwriters are thereto, each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Manager, Manager or their respective subsidiaries, stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager Manager, or any of their subsidiaries on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or and the Manager, Manager and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and each of the Company and the Manager has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwritersseveral Initial Purchasers, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Initial Purchaser is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their its stockholders, creditors, employees or any other party, (c) the Underwriters have not no Initial Purchaser has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Initial Purchaser has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Initial Purchaser has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Initial Purchasers and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of The Operating Partnership and the Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities Notes pursuant to this Agreement, including the determination of the public offering price of the Securities Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyOperating Partnership, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company Operating Partnership or the ManagerCompany, or their its stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company Operating Partnership or the Manager Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company Operating Partnership or the Manager Company on other matters) and the Underwriters have no Underwriter has any obligation to the Operating Partnership or the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or Operating Partnership and the ManagerCompany, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Operating Partnership and the Company and the Manager has consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. Furthermore, the Operating Partnership agrees that it is solely responsible for making its own judgments in connection with the offering of the Notes (irrespective of whether any of the Underwriters has advised or is currently advising the Operating Partnership or the Company on related or other matters).

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, Agreement is an arm’s-length commercial transaction agreement between the Company, on the one hand, and the UnderwritersCF&Co, on the other hand, (b) in connection with the offering sale of the Shares contemplated hereby and the process leading thereto, CF&Co (as opposed to such transaction certain of its officers and employees who are also officers or employees of the Underwriters are Company) is not and have has not been acting solely as principals and are not agents the agent or fiduciaries fiduciary of the Company or the Manager, or their stockholders, creditors, employees or any other partyCompany, (c) CF&Co (as opposed to certain of its officers and employees who are also officers or employees of the Underwriters have Company) has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering sale of the Shares contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have CF&Co has advised or are is currently advising the Company or the Manager on other matters, including acquisitions), and CF&Co (as opposed to certain of its officers and employees who are also officers or employees of the Company) and the Underwriters have has no obligation to the Company with respect to the offering sale of the Shares contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters CF&Co and their Affiliates its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have CF&Co has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each sale of the Company Shares contemplated hereby, and the Manager Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Manager, or their its respective stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter or its affiliates or Lazard Frères & Co. LLC has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates and Lazard Frères & Co. LLC may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-arm’s length commercial transaction between the Company, on the one hand, and the Underwritersseveral Purchasers, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are transaction, each Purchaser is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their its stockholders, creditors, employees or any other party, (c) the Underwriters have not no Purchaser has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Purchaser has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Purchaser has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Purchasers and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent deemed by it deemed to be appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwritersseveral Purchasers, on the other hand, (b) in connection with the offering of the Securities contemplated hereby by this Agreement and the process leading to such transaction the Underwriters are each Purchaser is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their its stockholders, creditors, employees or any other party, (c) the Underwriters have not no Purchaser has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering of the Securities contemplated hereby by this Agreement or the process leading thereto (irrespective of whether the Underwriters have such Purchaser has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Purchaser has any obligation to the Company with respect to the offering of the Securities contemplated hereby by this Agreement except the obligations expressly set forth in this Agreement, (d) the Underwriters Purchasers and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and (e) the Underwriters Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Securities contemplated by this Agreement and the Manager Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase subscription for and sale issuance of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction the Underwriters are thereto, each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, any of its Subsidiaries or their respective stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager any of its Subsidiaries on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Securities and the Manager Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Manager Transaction Entities acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between among the CompanyTransaction Entities, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction the Underwriters are thereto each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of either of the Company Transaction Entities or the Manager, any of their respective subsidiaries or their respective stockholders, unitholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager Transaction Entities with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising either of the Company Transaction Entities or the Manager any of their respective subsidiaries on other matters) and the Underwriters have no Underwriter has any obligation to the Company Transaction Entities with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerTransaction Entities, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and each of the Company and the Manager Transaction Entities has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (ai) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Manager, on the one hand, and the several Underwriters, on the other hand, (bii) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or Company, the Manager, or their respective stockholders, creditors, employees or any other party, (ciii) the Underwriters have Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have Underwriter has no obligation to the Company or the Manager with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (div) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or and the Manager, and (ev) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has have consulted its their own respective legal, accounting, regulatory and tax advisors to the extent it each deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public initial offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwritersseveral Initial Purchasers, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction the Underwriters are thereto, each Initial Purchaser is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, any of its subsidiaries or their respective stockholders, creditors, employees or any other party, (c) the Underwriters have not no Initial Purchaser has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether the Underwriters have such Initial Purchaser has advised or are is currently advising the Company or the Manager any of its subsidiaries on other matters) and the Underwriters have no Initial Purchaser has any obligation to the Company with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Initial Purchasers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and (e) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Securities and the Manager Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the initial public offering price of the Securities Shares and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Shares contemplated hereby by this Agreement and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Manager, or their its stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering of the Shares contemplated hereby by this Agreement or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering of the Shares contemplated hereby by this Agreement except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Shares contemplated by this Agreement and the Manager Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the UnderwritersInitial Purchaser, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are Initial Purchaser is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their its stockholders, creditors, employees or any other party, (c) the Underwriters have Initial Purchaser has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have Initial Purchaser has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have Initial Purchaser has no obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Initial Purchaser and their Affiliates its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company The Fund and the Manager acknowledges Adviser each acknowledge and agrees agree that (a) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyFund, on the one hand, and the several Underwriters, on the other hand, ; (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company Fund or the ManagerAdviser, or any of their respective stockholders, creditors, creditors or employees or any other party, ; (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company Fund or the Manager Adviser with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company Fund or the Manager Adviser on other matters) and the Underwriters have no Underwriter has any obligation to the Company Fund or the Adviser with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, ; (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company Fund or the Manager, Adviser; and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Fund and the Manager Adviser each has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges Operating Partnership acknowledge and agrees agree that (aA) the any purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the UnderwritersAgent(s), on the other hand, (bB) in connection with the any offering contemplated hereby and the process leading to each such transaction the Underwriters are each Agent is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company Company, the Operating Partnership or the Manager, or their its stockholders, creditors, employees or any other party, (cC) the Underwriters have not no Agent has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager Operating Partnership with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Agent has advised or are is currently advising the Company or the Manager Operating Partnership on other matters) and the Underwriters have no Agent has any obligation to the Company or the Operating Partnership with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (dD) the Underwriters Agent(s) and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or and the ManagerOperating Partnership, and (eE) the Underwriters Agent(s) have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has Operating Partnership have consulted its their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Manager Guarantors acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Guarantors, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Manager, or their stockholders, creditors, employees or any other partyGuarantors, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager Guarantors with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager Guarantors on other matters) and the Underwriters have no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or and the ManagerGuarantors, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has Guarantors have consulted its their own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges Selling Shareholder each acknowledge and agrees agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Selling Shareholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerSelling Shareholder, or their stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager Selling Shareholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerSelling Shareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has Selling Shareholder have consulted its their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each The Company and each of the Company and the Manager Historic Partners acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerHistoric Partners, or each of their respective stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager any Historic Partner with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities Depositary Shares pursuant to this Agreement, including the determination of the interest rate, terms and public offering price of the Securities Depositary Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are transaction, each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their its stockholders, or its creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Manager, or their its respective stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter or Lazard Fréres & Co. LLC has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates and Lazard Fréres & Co. LLC may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities securities pursuant to this Agreement, including the determination of the public offering price of Subscription Price, the Securities Global Offering Price and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby Offering and the process leading to such transaction the Underwriters are thereto, each Underwriter and have Co-Lead Manager is and has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, any of its subsidiaries or their respective stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter or Co-Lead Manager has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the securities or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager any of its subsidiaries on other matters) and the Underwriters have no Underwriter or Co-Lead Manager has any obligation to the Company with respect to the offering contemplated hereby Offering except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriters, the Co-Lead Managers and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and (e) the Underwriters and the Co-Lead Managers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby Offering and each of the Company and the Manager has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company The XXXX Parties acknowledge and the Manager acknowledges and agrees agree that (a) the purchase and sale of the Securities Units pursuant to this Agreement, including the determination of the initial public offering price of the Securities Units and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyXXXX Parties, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Units and the process leading to such transaction the Underwriters are thereto, each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerXXXX Parties, any of their subsidiaries or their respective stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager XXXX Parties with respect to the offering contemplated hereby of the Units or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager XXXX Parties on other matters) and the Underwriters have no Underwriter has any obligation to the Company XXXX Parties with respect to the offering contemplated hereby of the Units except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, XXXX Parties and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Units and the Manager has XXXX Parties have consulted its their own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction the Underwriters are thereto, each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Manager, any of its subsidiaries or any of their respective stockholders, creditors, creditors or employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager any of its subsidiaries, with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager any of its subsidiaries on other matters) and the Underwriters have no or any other obligation to the Company or any of its subsidiaries with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have not provided any legal, accounting, financial, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Securities and the Manager Company has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (ai) the purchase and sale of the Debt Securities pursuant to this Agreement, including the determination of the public offering price of the Debt Securities and any related discounts and commissions, is an are arm’s-length commercial transaction transactions between the Company, on the one hand, and the Underwriters, on the other hand, (bii) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the underwriter (except to the extent expressly set forth herein) or fiduciaries fiduciary of the Company or the Manager, or their its stockholders, creditors, employees or any other party, (ciii) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the any offering contemplated hereby except the obligations expressly set forth in this Agreement, (div) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (ev) the Underwriters have not no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (ai) the purchase and sale of the Securities Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (bii) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their its stockholders, creditors, employees or any other party, (ciii) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter or Lazard Frères & Co. LLC has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter and Lazard Frères & Co. LLC has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (div) the Underwriters Underwriters, Lazard Frères & Co. LLC and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (ev) the Underwriters and Lazard Frères & Co. LLC have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the Underwritersseveral Initial Purchasers, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Initial Purchaser is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their its stockholders, creditors, employees or any other party, (c) the Underwriters have not no Initial Purchaser has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Initial Purchaser has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Initial Purchaser has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Initial Purchasers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their stockholdersits shareholders, creditors, employees, its shareholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have not provided any legal, financial, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, financial, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges acknowledge and agrees agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Manger, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are transaction, each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Manager, or their respective stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the 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 discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction the Underwriters are thereto, each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, any of its subsidiaries, or their its respective stockholders, equityholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager Company, any of its subsidiaries on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Securities and the Manager Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (ai) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Manager, on the one hand, and the several Underwriters, on the other hand, (bii) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or Company, the Manager, or their respective stockholders, creditors, employees or any other party, (ciii) the Underwriters have each Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have each Underwriter has no obligation to the Company or the Manager with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (div) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or and the Manager, and (ev) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has have consulted its their own respective legal, accounting, regulatory and tax advisors to the extent it each deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Manager acknowledges acknowledge and agrees agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Manager, or their stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Offered Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are transaction, each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company Company, or the ManagerCompany’s other stockholders, or their stockholders, its creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges acknowledge and agrees agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Manager, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Manager, or their respective stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Company, and the Manager has have each consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities New Notes pursuant to this Agreement, including the determination of the public offering price of the Securities New Notes and any related discounts and commissions, is an arm’s-arm’s length commercial transaction between the Company, on the one hand, and the Underwritersseveral Purchasers, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are transaction, each Purchaser is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their its stockholders, creditors, employees or any other party, (c) the Underwriters have not no Purchaser has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Purchaser has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Purchaser has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Purchasers and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent deemed by it deemed to be appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Manager Transaction Entities acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyTransaction Entities, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Manager, Transaction Entities or their respective stockholders, unitholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager Transaction Entities with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager Transaction Entities on other matters) and the Underwriters have no Underwriter has any obligation to the Company Transaction Entities with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, Transaction Entities and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has Transaction Entities have consulted its their own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities Offered ADSs and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Offered ADSs and the process leading to such transaction the Underwriters are thereto, each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, any of its subsidiaries or their respective stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Offered ADSs or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager any of its subsidiaries on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby of the Offered ADSs except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Offered ADSs and the Manager Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company The Partnership Parties acknowledge and the Manager acknowledges and agrees agree that (a) the purchase and sale of the Securities Units pursuant to this Agreement, including the determination of the public offering price of the Securities Units and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyPartnership Parties, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Units and the process leading to such transaction the Underwriters are thereto, each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerPartnership Parties, any of their subsidiaries or their respective stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager Partnership Parties with respect to the offering contemplated hereby of the Units or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager Partnership Parties on other matters) and the Underwriters have no Underwriter has any obligation to the Company Partnership Parties with respect to the offering contemplated hereby of the Units except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, Partnership Parties and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Units and the Manager has Partnership Parties have consulted its their own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Manager Parties acknowledges and agrees that (a) the purchase and sale of the Securities Notes pursuant to this Agreement, including the determination of the public offering price of the Securities Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany Parties, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction the Underwriters are thereto, each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company Parties, any of its subsidiaries or the Manager, or their its stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager Parties with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager any of its subsidiaries on other matters) and the Underwriters have no Underwriter has any obligation to the Company Parties with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerParties, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Securities and the Manager has Company Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction the Underwriters are thereto, each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company Company, any of its Subsidiaries or any of the Manager, or their Company’s stockholders, creditors, employees employees, beneficiaries, trustees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager any of its Subsidiaries on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Securities and the Manager Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Manager, or their stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees in connection with the offering and sale of the Securities that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their its stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the public offering price Offering Price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Manager, or their stockholdersits shareholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor favour of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Offered Securities pursuant to this Agreement, including the determination of the initial public offering price of the Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Offered Securities and the process leading to such transaction the Underwriters are thereto, each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, any of its Subsidiaries or their respective stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Offered Securities or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager any of its Subsidiaries on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby of the Offered Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Offered Securities and the Manager Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Manager Trust acknowledges and agrees that (a) the purchase and sale of the Preferred Securities pursuant to this Agreement, including the determination of the public offering price of the Preferred Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Trust, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of either the Company or the ManagerTrust, or their its stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager Trust with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager Trust on other matters) and the Underwriters have no Underwriter has any obligation to the Company or the Trust with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerTrust, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager Trust has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Guarantor, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or Company, the Manager, Guarantor or their stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager Guarantor with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager Guarantor on other matters) and the Underwriters have no Underwriter has any obligation to the Company or the Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerGuarantor, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has Guarantor have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they have deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities Depositary Shares pursuant to this Agreement, including the determination of the initial public offering price of the Securities Depositary Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Depositary Shares and the process leading to such transaction the Underwriters are thereto, each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, any of its subsidiaries, or their its respective stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Depositary Shares or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager any of its subsidiaries on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby of the Depositary Shares except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Depositary Shares and the Manager Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges acknowledge and agrees agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Manger, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Manager, or their respective stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company The Fund and the Manager acknowledges Adviser each acknowledge and agrees agree that (a) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyFund, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company Fund or the ManagerAdviser, or any of their stockholdersrespective shareholders, creditors, creditors or employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company Fund or the Manager Adviser with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company Fund or the Manager Adviser on other matters) and the Underwriters have no Underwriter has any obligation to the Company Fund or the Adviser with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company Fund or the ManagerAdviser, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Fund and the Manager Adviser each has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities Offered Shares and Warrants pursuant to this Agreement, including the determination of the public offering price of the Securities Offered Shares and Warrants and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the UnderwritersUnderwriter, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction transaction, the Underwriters are Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Managerany of their respective stockholders, or their stockholdersmembers, creditors, employees or any other party, (c) the Underwriters have Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have Underwriter has no obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their Affiliates its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Manager Selling Stockholders acknowledges and agrees that (a) the purchase and sale of the Securities Offered Shares sold by such party pursuant to this Agreement, including the determination of the public offering price of the Securities Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Companysuch party, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Managersuch party, or their its stockholders, creditorscreditors or employees, employees as applicable, or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager such party with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company such party with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or and the ManagerSelling Stockholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager such party has consulted its their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (ai) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Manager, on the one hand, and the several Underwriters, on the other hand, (bii) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Manager, or their stockholdersrespective shareholders, creditors, employees or any other party, (ciii) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby hereby, except the obligations expressly set forth in this Agreement, (div) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or and the Manager, and (ev) the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has have consulted its their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the UnderwritersUnderwriter, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Manager, or their stockholders, creditors, employees or any other party, (c) the Underwriters have Underwriter has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have Underwriter has no obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Manager AOL acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, Company and AOL on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Manager, AOL or their respective stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager AOL with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter or its affiliates has advised or are is currently advising the Company or the Manager AOL on other matters) and the Underwriters have no Underwriter has any obligation to the Company or AOL with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Managerand AOL, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager AOL has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (ai) the purchase and sale of the Debt Securities pursuant to this Agreement, including the determination of the public offering price of the Debt Securities and any related discounts and commissions, is an arm’sare arm's-length commercial transaction transactions between the Company, on the one hand, and the Underwriters, on the other hand, (bii) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the underwriter (except to the extent expressly set forth herein) or fiduciaries fiduciary of the Company or the Manager, or their its stockholders, creditors, employees or any other party, (ciii) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the any offering contemplated hereby except the obligations expressly set forth in this Agreement, (div) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (ev) the Underwriters have not no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public initial offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwritersseveral Initial Purchasers, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction the Underwriters are thereto, each Initial Purchaser is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, any of its Subsidiaries or their respective stockholders, creditors, employees or any other party, (c) the Underwriters have not no Initial Purchaser has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether the Underwriters have such Initial Purchaser has advised or are is currently advising the Company or the Manager any of its Subsidiaries on other matters) and the Underwriters have no Initial Purchaser has any obligation to the Company with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Initial Purchasers and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and (e) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Securities and the Manager Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the UnderwritersInitial Purchaser, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are Initial Purchaser is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their its stockholders, creditors, employees or any other party, (c) the Underwriters have Initial Purchaser has not assumed or nor will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have Initial Purchaser has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have Initial Purchaser has no obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Initial Purchaser and their Affiliates its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and (e) the Underwriters have Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Manager The Corporation acknowledges and agrees that (a) the purchase and sale of the Offered Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCorporation, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby Offering and the process leading to such transaction the Underwriters are transactions, each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company Corporation or the Manager, or their stockholdersits shareholders, creditors, directors, officers, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor favour of the Company or the Manager Corporation with respect to the offering contemplated hereby Offering or the Private Placement or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager Corporation on other matters) and the Underwriters have no Underwriter has any obligation to the Company Corporation with respect to the offering contemplated hereby Offering or the Private Placement except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or Corporation and other participants in the ManagerOffering and Private Placement, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of Offering or the Company Private Placement, and the Manager Corporation has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed deems appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (ai) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwritersseveral Initial Purchasers, on the other hand, (bii) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Initial Purchaser is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Manager, or their its stockholders, creditors, employees or any other party, (ciii) the Underwriters have not no Initial Purchaser has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Initial Purchaser has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Initial Purchaser has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (div) the Underwriters Initial Purchasers and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (ev) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Manager its subsidiaries acknowledges and agrees that (a) the 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 discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction the Underwriters are thereto, each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, its subsidiaries or their stockholdersrespective shareholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager its subsidiaries on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and its subsidiaries and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Securities and the Manager Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Manager Capital Parties acknowledges and agrees that (a) the purchase and sale of the Securities Units pursuant to this Agreement, including the determination of the public offering price of the Securities Units and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyPartnership and Capital Maritime, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of any of the Company or the ManagerCapital Parties, or their respective partners, members, stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager any Capital Party with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager Capital Parties on other matters) and the Underwriters have no Underwriter has any obligation to the Company Capital Parties with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCapital Parties, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company hereby, and the Manager has Capital Parties have consulted its their own respective legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the UnderwritersXxxxxxx Sachs, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are Xxxxxxx Xxxxx is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their its stockholders, creditors, employees or any other party, (c) the Underwriters have Xxxxxxx Sachs has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have Xxxxxxx Xxxxx has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have Xxxxxxx Sachs has no obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Xxxxxxx Xxxxx and their Affiliates its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have Xxxxxxx Sachs has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Manager Selling Shareholder acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-arm’s length commercial transaction between among the Company, on the one hand, Selling Shareholder and the Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Manager, Selling Shareholder or their stockholdersrespective shareholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager Selling Shareholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager Selling Shareholder on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or and the Manager, Selling Shareholder and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatehereby.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Offered Securities pursuant to this Agreement, including the determination of the initial public offering price of the Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the UnderwritersUnderwriter, on the other hand, (b) in connection with the offering contemplated hereby of the Offered Securities and the process leading to such transaction thereto, the Underwriters are Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, any of its Subsidiaries or their respective stockholders, creditors, employees or any other party, (c) the Underwriters have Underwriter has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Offered Securities or the process leading thereto (irrespective of whether the Underwriters have Underwriter has advised or are is currently advising the Company or the Manager any of its Subsidiaries on other matters) and the Underwriters have Underwriter has no obligation to the Company with respect to the offering contemplated hereby of the Offered Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their Affiliates its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Offered Securities and the Manager Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Manager CureVac acknowledges and agrees that (a) the 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 discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction the Underwriters are thereto, each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, any of its subsidiaries or their stockholdersrespective shareholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager any of its subsidiaries on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and CureVac and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Securities and the Manager Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public initial offering price of the Securities and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the Underwritersseveral Initial Purchasers, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction the Underwriters are thereto, each Initial Purchaser is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, any of its subsidiaries or their respective stockholders, creditors, employees or any other party, (c) the Underwriters have not no Initial Purchaser has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether the Underwriters have such Initial Purchaser has advised or are is currently advising the Company or the Manager any of its subsidiaries on other matters) and the Underwriters have no Initial Purchaser has any obligation to the Company with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Initial Purchasers and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and (e) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Securities and the Manager Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities Offered ADSs pursuant to this Agreement, including the determination of the initial public offering price of the Securities Offered ADSs and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Offered ADSs and the process leading to such transaction the Underwriters are thereto, each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or Company, the Manager, Subsidiary or their stockholdersrespective securityholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Offered ADSs or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager Subsidiary on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby of the Offered ADSs except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Offered ADSs and the Manager Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company The Fund and the Manager acknowledges Adviser each acknowledge and agrees agree that (a) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyFund, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company Fund or the ManagerAdviser, or their any of its stockholders, creditors, creditors or employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company Fund or the Manager Adviser with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company Fund or the Manager Adviser on other matters) and the Underwriters have no Underwriter has any obligation to the Company Fund or the Adviser with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company Fund or the ManagerAdviser, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Fund and the Manager Adviser has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale offering of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the Company, on the one hand, Company and the Underwriters, on the other hand, Underwriter (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction thereto, the Underwriters are Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company Company, any of its subsidiaries or the Manager, or their its respective stockholders, creditors, employees or any other party, (c) the Underwriters have Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether the Underwriters have Underwriter has advised or are is currently advising the Company or the Manager any of its subsidiaries on other matters) and the Underwriters have Underwriter has no obligation to the Company with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their Affiliates its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Securities and the Manager Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company and the Manager The Fund acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyFund, the Advisers and/or the Distributor, on the one hand, and the UnderwritersDealers, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction the Underwriters are thereto, each Dealer is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerFund, or their stockholdersits shareholders, creditors, employees or any other party, (c) the Underwriters have not no Dealer has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager Fund with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether the Underwriters have such Dealer has advised or are is currently advising the Company Fund or the Manager Advisers on other matters) and the Underwriters have no Dealer has any obligation to the Company Fund or the Advisers with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Dealers and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or Fund and the ManagerAdvisers, and (e) the Underwriters Dealers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Securities and the Manager Fund has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (ai) the purchase and sale of the Securities Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (bii) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are transaction, each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their stockholdersits shareholders, or its creditors, employees or any other party, (ciii) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or with respect to the Concurrent Registered Direct Offering or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby or with respect to the Concurrent Registered Direct Offering except the obligations expressly set forth in this Agreement, (div) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (ev) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby or with respect to the Concurrent Registered Direct Offering and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges Selling Shareholder acknowledge and agrees agree that (a) the purchase and sale of the Securities Offered Shares pursuant to this Agreement, including the determination of the public offering price Offering Price of the Securities Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, Selling Shareholder and the Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company Company, the Selling Shareholder or the Manager, or any of their stockholdersshareholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor favour of the Company or the Manager Selling Shareholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager Selling Shareholder on other matters) and the Underwriters have no Underwriter has any obligation to the Company or the Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or and the ManagerSelling Shareholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has Selling Shareholder have each consulted its their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities Underwritten ADSs pursuant to this Agreement, including the determination of the public offering price of the Securities Share Subscription Price and ADS Purchase Price and any related discounts and commissionsfees, is an arm’s-length commercial transaction between the Company, on the one hand, and the UnderwritersUnderwriter, on the other hand, (b) in connection with the offering contemplated hereby of the Offered Securities and the process leading to such transaction thereto, the Underwriters are Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or Company, the Manager, Subsidiary or their stockholdersrespective securityholders, creditors, employees or any other party, (c) the Underwriters have Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Offered Securities or the process leading thereto (irrespective of whether the Underwriters have Underwriter has advised or are is currently advising the Company or the Manager Subsidiary on other matters) and the Underwriters Underwriter does not have no any obligation to the Company with respect to the offering contemplated hereby of the Offered Securities except the obligations expressly set forth in this Agreement and the Financial Services Agreement, (d) the Underwriters Underwriter and their Affiliates its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Offered Securities and the Manager Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters, several Initial Purchasers on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Initial Purchaser is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their its stockholders, creditors, employees or any other party, (c) the Underwriters have not assumed no Initial Purchaser has assumed, or will not assume assume, an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Initial Purchaser has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Initial Purchaser has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Initial Purchasers and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities Securities, the exercise price and terms of the Securities, if any, and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are transaction, each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their its stockholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the Company The Partnership Parties acknowledge and the Manager acknowledges and agrees agree that (a) the purchase and sale of the Securities Units pursuant to this Agreement, including the determination of the initial public offering price of the Securities Units and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyPartnership Parties, on the one hand, and the UnderwritersUnderwriter, on the other hand, (b) in connection with the offering contemplated hereby of the Units and the process leading to such transaction thereto, the Underwriters are Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerPartnership Entities, any of its subsidiaries or their respective stockholders, creditors, employees or any other party, (c) the Underwriters have Underwriter has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager Partnership Entities with respect to the offering contemplated hereby of the Units or the process leading thereto (irrespective of whether the Underwriters have Underwriter has advised or are is currently advising the Company Partnership Entities or the Manager any of their subsidiaries on other matters) and the Underwriters Underwriter does not have no any obligation to the Company Partnership Entities with respect to the offering contemplated hereby of the Units except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their Affiliates its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, Partnership Entities and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Units and the Manager has Partnership Entities have consulted its their own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwritersseveral Initial Purchasers, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Initial Purchaser is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their its stockholders, creditors, employees or any other party, (c) the Underwriters have not no Initial Purchaser has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Initial Purchaser has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Initial Purchaser has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Initial Purchasers and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, and (e) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges Selling Shareholders acknowledge and agrees agree that (a) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the public offering price Offering Price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Selling Shareholders, on the one hand, and the Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Manager, or their stockholdersits shareholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor favour of the Company or the Manager Selling Shareholders with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company or the Selling Shareholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has Selling Shareholders have consulted its their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, Agreement is an arm’s-length commercial transaction agreement between the Company, on the one hand, and the UnderwritersCF&Co, on the other hand, (b) in connection with the offering sale of shares contemplated hereby and the process leading thereto, CF&Co (as opposed to such transaction certain of its officers and employees who are also officers or employees of the Underwriters are Company) is not and have has not been acting solely as principals and are not agents the agent or fiduciaries fiduciary of the Company or the Manager, or their stockholders, creditors, employees or any other partyCompany, (c) CF&Co (as opposed to certain of its officers and employees who are also officers or employees of the Underwriters have Company) has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering sale of Shares contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have CF&Co has advised or are is currently advising the Company or the Manager on other matters, including acquisitions), and CF&Co (as opposed to certain of its officers and employees who are also officers or employees of the Company) and the Underwriters have has no obligation to the Company with respect to the offering sale of Shares contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters CF&Co and their Affiliates its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have CF&Co has not provided any legal, accounting, regulatory or tax advice with respect to the offering sale of Shares contemplated hereby hereby, and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the UnderwritersInitial Purchaser, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are Initial Purchaser is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their its stockholders, creditors, employees or any other party, (c) the Underwriters have Initial Purchaser has not assumed or nor will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have Initial Purchaser has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have Initial Purchaser has no obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Initial Purchaser and their Affiliates its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the 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 discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several International Underwriters, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction the Underwriters are thereto, each International Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, any of its subsidiaries, or their stockholdersrespective shareholders, creditors, employees or any other party, (c) the Underwriters have not no International Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether the Underwriters have such International Underwriter has advised or are is currently advising the Company or the Manager any of its subsidiaries on other matters) and the Underwriters have no International Underwriter has any obligation to the Company with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the International Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the International Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Securities and the Manager Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public initial offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwritersseveral Initial Purchasers, on the other hand, (b) in connection with the offering contemplated hereby of the Securities and the process leading to such transaction the Underwriters are thereto, each Initial Purchaser is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, any of its subsidiaries, or their its respective stockholders, creditors, employees or any other party, (c) the Underwriters have not no Initial Purchaser has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby of the Securities or the process leading thereto (irrespective of whether the Underwriters have such Initial Purchaser has advised or are is currently advising the Company or the Manager any of its subsidiaries on other matters) and the Underwriters have no Initial Purchaser has any obligation to the Company with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters Initial Purchasers and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company Securities and the Manager Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities Notes pursuant to this Agreement, including the determination of the public offering price of the Securities Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the UnderwritersInitial Purchasers, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction each of the Underwriters are Initial Purchasers is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their stockholdersits shareholders, creditors, employees or any other party, (c) the Underwriters c)the Initial Purchasers have not assumed or will not assume an advisory or fiduciary responsibility responsibilities in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have any Initial Purchaser has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters Initial Purchasers do not have no any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Initial Purchasers and their Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwritersseveral Initial Purchasers, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Initial Purchaser is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their stockholdersits shareholders, creditors, employees or any other party, (c) the Underwriters have not no Initial Purchaser has assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Initial Purchaser has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Initial Purchaser has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Initial Purchasers and their Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges Selling Shareholder acknowledge and agrees agree that (a) the purchase and sale of the Securities Offered Shares pursuant to this Agreement, including the determination of the public offering price Offering Price of the Securities Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanySelling Shareholder, on the one hand, Company and the Underwriters, on the other handUnderwriter, (b) in connection with the offering contemplated hereby Offering and the process leading to such transaction the Underwriters are Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Selling Shareholder or the Company or the Manager, or their stockholdersits shareholders, creditors, employees or any other party, (c) the Underwriters have Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor favour of the Company or the Manager Selling Shareholder with respect to the offering contemplated hereby Offering or the process leading thereto (irrespective of whether the Underwriters have Underwriter has advised or are is currently advising the Company or the Manager Selling Shareholder on other matters) and the Underwriters have Underwriter has no obligation to the Company or the Selling Shareholder with respect to the offering contemplated hereby Offering except the obligations expressly set forth in this Agreement, (d) the Underwriters Underwriter and their Affiliates its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or and the ManagerSelling Shareholder, and (e) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby Offering and each of the Company and the Manager has Selling Shareholder have consulted its their own legal, accounting, regulatory and tax advisors to the extent it deemed they deem appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges acknowledge and agrees agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Manager, on the one hand, and the several Underwriters, on the other hand, ; (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are transaction, each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the Manager, or their respective stockholders, creditors, employees or any other party, ; (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, ; (d) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the Manager, ; and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwritersseveral Initial Purchasers, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Initial Purchaser is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their its stockholders, creditors, employees or any other party, (c) the Underwriters have not no Initial Purchaser has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Initial Purchaser has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Initial Purchaser has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Initial Purchasers and their Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have not no Initial Purchaser has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the UnderwritersInitial Purchasers, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Initial Purchaser is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their stockholdersits shareholders, creditors, employees or any other party, (c) the Underwriters have not no Initial Purchaser has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Initial Purchaser has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Initial Purchaser has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Initial Purchasers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwritersseveral Initial Purchasers, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Initial Purchaser is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their stockholdersits shareholders, creditors, employees or any other party, (c) the Underwriters have not no Initial Purchaser has assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Initial Purchaser has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Initial Purchaser has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Initial Purchasers and their Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (ai) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the UnderwritersInitial Purchaser, on the other hand, (bii) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are Initial Purchaser is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their its stockholders, creditors, employees or any other party, (ciii) the Underwriters have Initial Purchaser has not assumed or nor will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have Initial Purchaser has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have Initial Purchaser has no obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (div) the Underwriters Initial Purchaser and their Affiliates its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (ev) the Underwriters have Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges and agrees that (a) the purchase and sale of the Securities Notes pursuant to this Agreement, including the determination of the public offering price of the Securities Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the UnderwritersInitial Purchaser, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction transaction, the Underwriters are Initial Purchaser is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their stockholdersits shareholders, creditors, employees or any other party, (c) the Underwriters have Initial Purchaser has not assumed or will not assume an advisory or fiduciary responsibility responsibilities in favor of the Company or the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have Initial Purchaser has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters Initial Purchaser does not have no any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Initial Purchaser and their Affiliates its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or the ManagerCompany, and (e) the Underwriters have Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. Each of the The Company and the Manager acknowledges Selling Shareholders acknowledge and agrees agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Selling Shareholders, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction the Underwriters are each Underwriter is and have has been acting solely as principals a principal and are is not agents the agent or fiduciaries fiduciary of the Company or the ManagerCompany, or their stockholdersits shareholders, creditors, employees or any other party, (c) the Underwriters have not no Underwriter has assumed or will not assume an advisory or fiduciary responsibility in favor of the Company or the Manager Selling Shareholders with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have such Underwriter has advised or are is currently advising the Company or the Manager on other matters) and the Underwriters have no Underwriter has any obligation to the Company or the Selling Shareholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their Affiliates respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company or and the ManagerSelling Shareholders, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Manager Selling Shareholders has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.