Common use of No Advisory or Fiduciary Relationship Clause in Contracts

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (i) 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, are arm’s-length commercial transactions between the Company, on the one hand, and the Agent(s), on the other hand, (ii) in connection with the offerings contemplated hereby and the process leading to such transaction each Agent is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company or its stockholders, creditors, employees or any other party, (iii) no Agent has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings contemplated hereby or the process leading thereto (irrespective of whether such Agent has advised or is currently advising the Company on other matters) and no Agent has any obligation to the Company with respect to any offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Agent(s) and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (v) no Agent has provided any legal, accounting, regulatory or tax advice with respect to the offerings contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges Fund and agrees the Adviser each acknowledge and agree that (ia) 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, are is an arm’s-length commercial transactions transaction between the CompanyFund, on the one hand, and the Agent(s)several Underwriters, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Fund or its the Adviser, or any of their respective stockholders, creditors, creditors or employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Fund or the Adviser with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company Fund or the Adviser on other matters) and no Agent Underwriter has any obligation to the Company Fund or the Adviser with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyFund or the Adviser, and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company Fund and the Adviser each has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

No Advisory or Fiduciary Relationship. The Company Each of the Transaction Entities acknowledges and agrees that that (ia) 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, are is an arm’s-length commercial transactions transaction between the CompanyTransaction Entities, on the one hand, and the Agent(s)several Underwriters, on the other hand, , (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Transaction Entities or its their respective stockholders, unitholders, creditors, employees or any other party, , (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Transaction Entities with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company Transaction Entities on other matters) and no Agent Underwriter has any obligation to the Company Transaction Entities with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, , (ivd) the Agent(s) Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the CompanyTransaction Entities, and and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company 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. The Company acknowledges DB Entities acknowledge and agrees agree that (ia) 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, are is an arm’s-length commercial transactions transaction between the CompanyDB Entities, on the one hand, and the Agent(s)several Underwriters, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company DB Entities, or its their stockholders, creditors, employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company DB Entities with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company DB Entities on other matters) and no Agent Underwriter has any obligation to the Company DB Entities with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyDB Entities, and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company 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. The Company acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)Underwriters, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent is transaction, the Underwriters are and has have been acting solely as a principal and is are not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, or its stockholders, creditors, employees or any other party, (iiic) no Agent has the Underwriters have not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent has the Underwriters have advised or is are currently advising the Company on other matters) and the Underwriters have no Agent has any obligation to the Company with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)several Initial Purchasers, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Initial Purchaser is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, or its stockholders, creditors, employees or any other party, (iiic) no Agent Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Initial Purchaser has advised or is currently advising the Company on other matters) and no Agent Initial Purchaser has any obligation to the Company with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) 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, and (ve) no Agent has the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) 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, are Agreement is an arm’s-length commercial transactions agreement between the Company, on the one hand, and the Agent(s)CF&Co, on the other hand, (iib) in connection with the offerings sale of the Shares contemplated hereby and the process leading thereto, CF&Co (as opposed to such transaction each Agent certain of its officers and employees who are also officers or employees of the Company) is not and has not been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company or its stockholders, creditors, employees or any other partyCompany, (iiic) no Agent CF&Co (as opposed to certain of its officers and employees who are also officers or employees of the Company) has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings sale of the Shares contemplated hereby or the process leading thereto (irrespective of whether such Agent CF&Co has advised or is currently advising the Company 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 has no Agent has any obligation to the Company with respect to any offering the sale of the Shares contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) CF&Co and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (ve) no Agent CF&Co has not provided any legal, accounting, regulatory or tax advice with respect to the offerings sale of the Shares contemplated hereby hereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Operating Partnership and the Company acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the CompanyOperating Partnership, on the one hand, and the Agent(s)several Underwriters, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Operating Partnership or the Company, or its stockholders, creditors, employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Operating Partnership or the Company with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Operating Partnership or the Company on other matters) and no Agent Underwriter has any obligation to the Operating Partnership or the Company with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Operating Partnership and the Company, and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Operating Partnership and the Company 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. The Company acknowledges and agrees that (ia) 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, are Agreement is an arm’s-length commercial transactions agreement between the Company, on the one hand, and the Agent(s)CF&Co, on the other hand, (iib) in connection with the offerings sale of the Shares contemplated hereby and the process leading thereto, CF&Co (as opposed to such transaction each Agent certain of its officers and employees who are also officers or employees of the Company) is not and has not been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company or its stockholders, creditors, employees or any other partyCompany, (iiic) no Agent CF&Co (as opposed to certain of its officers and employees who are also officers or employees of the Company) has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings sale of the Shares contemplated hereby or the process leading thereto (irrespective of whether such Agent CF&Co has advised or is currently advising the Company 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 has no Agent has any obligation to the Company with respect to any offering the sale of the Shares contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) CF&Co and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (ve) no Agent CF&Co has not provided any legal, accounting, regulatory or tax advice with respect to the offerings sale of the Shares contemplated hereby hereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)several Underwriters, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company or its respective stockholders, creditors, employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Underwriter or its affiliates or Lazard Frères & Co. LLC has advised or is currently advising the Company on other matters) and no Agent Underwriter has any obligation to the Company with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates and Lazard Frères & Co. LLC may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

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

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

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

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees the Manager acknowledge and agree that (ia) 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, are is an arm’s-length commercial transactions transaction between the CompanyCompany and the Manager, on the one hand, and the Agent(s)several Underwriters, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company or its the Manager, or their respective stockholders, creditors, employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Agent Underwriter has any obligation to the Company or the Manager with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) 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 CompanyCompany or the Manager, and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has Company, and the Manager have each consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) 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, are arm’s-is an arm’s length commercial transactions transaction between the Company, on the one hand, and the Agent(s)several Purchasers, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction transaction, each Agent Purchaser is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, or its stockholders, creditors, employees or any other party, (iiic) no Agent Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Purchaser has advised or is currently advising the Company on other matters) and no Agent Purchaser has any obligation to the Company with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (ve) no Agent has the Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company 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. The Company acknowledges and agrees the Operating Partnership acknowledge and agree that (iA) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s), on the other hand, (iiB) in connection with the offerings any offering contemplated hereby and the process leading to each such transaction each Agent is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, the Operating Partnership or its stockholders, creditors, employees or any other party, (iiiC) no Agent has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Operating Partnership with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent has advised or is currently advising the Company or the Operating Partnership on other matters) and no Agent has any obligation to the Company or the Operating Partnership with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivD) the Agent(s) and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyCompany and the Operating Partnership, and (vE) no Agent has the Agent(s) have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has and the Operating Partnership have consulted its their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

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

No Advisory or Fiduciary Relationship. The Company acknowledges Partnership Parties acknowledge and agrees agree that (ia) 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, are is an arm’s-length commercial transactions transaction between the CompanyPartnership Parties, on the one hand, and the Agent(s)several Underwriters, on the other hand, (iib) in connection with the offerings contemplated hereby offering of the Units and the process leading to such transaction thereto, each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Partnership Parties, any of their subsidiaries or its their respective stockholders, creditors, employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Partnership Parties with respect to the offerings contemplated hereby offering of the Units or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company Partnership Parties on other matters) and no Agent Underwriter has any obligation to the Company Partnership Parties with respect to any the offering contemplated hereby of the Units except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, Partnership Parties and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings contemplated hereby offering of the Units and the Company 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. The Company acknowledges and agrees that (i) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)several Underwriters, on the other hand, (ii) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, or its stockholders, creditors, employees or any other party, (iii) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Underwriter or Lazard Frères & Co. LLC has advised or is currently advising the Company on other matters) and no Agent Underwriter and Lazard Frères & Co. LLC has any obligation to the Company with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Agent(s) Underwriters, Lazard Frères & Co. LLC and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (v) no Agent has the Underwriters and Lazard Frères & Co. LLC have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)several Underwriters, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company or its respective stockholders, creditors, employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Underwriter or Lazard Fréres & Co. LLC has advised or is currently advising the Company on other matters) and no Agent Underwriter has any obligation to the Company with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates and Lazard Fréres & Co. LLC may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (i) 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, are is an arm’s-length commercial transactions transaction between the CompanyCompany and the Manager, on the one hand, and the Agent(s)several Underwriters, on the other hand, (ii) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, the Manager, or its their respective stockholders, creditors, employees or any other party, (iii) no Agent 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 offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company or the Manager on other matters) and each Underwriter has no Agent has any obligation to the Company or the Manager with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Agent(s) Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the CompanyCompany and the Manager, and (v) no Agent has the Underwriters and their respective agents have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has and the Manager have consulted its their own respective legal, accounting, regulatory and tax advisors to the extent it each deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) 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, are arm’sis an arm's-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)several Initial Purchasers, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Initial Purchaser is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, or its stockholders, creditors, employees or any other party, (iiic) no Agent Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Initial Purchaser has advised or is currently advising the Company on other matters) and no Agent Initial Purchaser has any obligation to the Company with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Initial Purchasers and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company, and (ve) no Agent has the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)Underwriters, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company or its stockholdersshareholders, creditors, employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor favour of the Company with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company on other matters) and no Agent Underwriter has any obligation to the Company with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

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

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

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

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

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

No Advisory or Fiduciary Relationship. The Company acknowledges Fund and agrees the Adviser each acknowledge and agree that (ia) 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, are is an arm’s-length commercial transactions transaction between the CompanyFund, on the one hand, and the Agent(s)several Underwriters, on the other hand, ; (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Fund or its the Adviser, or any of their respective stockholders, creditors, creditors or employees or any other party, ; (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Fund or the Adviser with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company Fund or the Adviser on other matters) and no Agent Underwriter has any obligation to the Company Fund or the Adviser with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, ; (ivd) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, Fund or the Adviser; and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company Fund and the Adviser each has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

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

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

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

No Advisory or Fiduciary Relationship. The Company acknowledges XXXX Parties acknowledge and agrees agree that (ia) 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, are is an arm’s-length commercial transactions transaction between the CompanyXXXX Parties, on the one hand, and the Agent(s)several Underwriters, on the other hand, (iib) in connection with the offerings contemplated hereby offering of the Units and the process leading to such transaction thereto, each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company XXXX Parties, any of their subsidiaries or its their respective stockholders, creditors, employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company XXXX Parties with respect to the offerings contemplated hereby offering of the Units or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company XXXX Parties on other matters) and no Agent Underwriter has any obligation to the Company XXXX Parties with respect to any the offering contemplated hereby of the Units except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, XXXX Parties and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings contemplated hereby offering of the Units and the Company 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. The Company acknowledges and agrees Selling Shareholder each acknowledge and agree that (ia) 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, are is an arm’s-length commercial transactions transaction between the CompanyCompany and the Selling Shareholder, on the one hand, and the Agent(s)several Underwriters, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company or its the Selling Shareholder, or their stockholders, creditors, employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Shareholder with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company on other matters) and no Agent Underwriter has any obligation to the Company with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyCompany or the Selling Shareholder, and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has and the Selling Shareholder have consulted its their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company and each of the Historic Partners acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)several Underwriters, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company or its the Historic Partners, or each of their respective stockholders, creditors, employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Historic Partner with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company on other matters) and no Agent Underwriter has any obligation to the Company with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) 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, and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company Fund acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the CompanyFund, the Advisers and/or the Distributor, on the one hand, and the Agent(s)Dealers, on the other hand, (iib) in connection with the offerings contemplated hereby offering of the Securities and the process leading to such transaction thereto, each Agent Dealer is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Fund, or its stockholdersshareholders, creditors, employees or any other party, (iiic) no Agent Dealer has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Fund with respect to the offerings contemplated hereby offering of the Securities or the process leading thereto (irrespective of whether such Agent Dealer has advised or is currently advising the Company Fund or the Advisers on other matters) and no Agent Dealer has any obligation to the Company Fund or the Advisers with respect to any the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Dealers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyFund and the Advisers, and (ve) no Agent has the Dealers have not provided any legal, accounting, regulatory or tax advice with respect to the offerings contemplated hereby offering of the Securities and the Company Fund has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)several Initial Purchasers, on the other hand, (iib) in connection with the offerings contemplated hereby offering of the Securities and the process leading to such transaction thereto, each Agent Initial Purchaser is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, any of its subsidiaries, or its respective stockholders, creditors, employees or any other party, (iiic) no Agent Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings contemplated hereby offering of the Securities or the process leading thereto (irrespective of whether such Agent Initial Purchaser has advised or is currently advising the Company Company, any of its subsidiaries on other matters) and no Agent Initial Purchaser has any obligation to the Company with respect to any the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) 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, and (ve) no Agent has the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offerings contemplated hereby offering of the Securities and the Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the CompanyCompany and the Guarantor, on the one hand, and the Agent(s)several Underwriters, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, the Guarantor or its their stockholders, creditors, employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Guarantor with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company or the Guarantor on other matters) and no Agent Underwriter has any obligation to the Company or the Guarantor with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyCompany or the Guarantor, and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has and the 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. The Company acknowledges and agrees the Selling Shareholder acknowledge and agree that (ia) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, Selling Shareholder and the Agent(s), on the other handUnderwriters, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, the Selling Shareholder or its stockholdersany of their shareholders, creditors, employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor favour of the Company or the Selling Shareholder with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company or the Selling Shareholder on other matters) and no Agent Underwriter has any obligation to the Company or the Selling Shareholder with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyCompany and the Selling Shareholder, and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has and the 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. The Company acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)several Underwriters, on the other hand, (iib) in connection with the offerings contemplated hereby offering of the Securities and the process leading to such transaction thereto, each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company or any of its Subsidiaries, or the Company’s stockholders, creditors, employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings contemplated hereby offering of the Securities or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company or any of its Subsidiaries on other matters) and no Agent Underwriter has any obligation to the Company with respect to any the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings contemplated hereby offering of the Securities and the Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

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

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

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

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)several Initial Purchasers, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Initial Purchaser is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, or its stockholders, creditors, employees or any other party, (iiic) no Agent Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Initial Purchaser has advised or is currently advising the Company on other matters) and no Agent the Initial Purchaser has any obligation to the Company with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Initial Purchasers and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (ve) no Agent Initial Purchaser has provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)Initial Purchaser, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent the Initial Purchaser is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, or its stockholders, creditors, employees or any other party, (iiic) no Agent the Initial Purchaser has not assumed or nor will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent the Initial Purchaser has advised or is currently advising the Company on other matters) and the Initial Purchaser has no Agent has any obligation to the Company with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Initial Purchaser and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (ve) no Agent the Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

No Advisory or Fiduciary Relationship. The Company acknowledges Partnership Parties acknowledge and agrees agree that (ia) 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, are is an arm’s-length commercial transactions transaction between the CompanyPartnership Parties, on the one hand, and the Agent(s)several Underwriters, on the other hand, (iib) in connection with the offerings contemplated hereby offering of the Units and the process leading to such transaction thereto, each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Partnership Entities, any of its subsidiaries or its their respective stockholders, creditors, employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Partnership Entities with respect to the offerings contemplated hereby offering of the Units or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company Partnership Entities or any of their subsidiaries on other matters) and no Agent Underwriter has any obligation to the Company Partnership Entities with respect to any the offering contemplated hereby of the Units except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, Partnership Entities and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings contemplated hereby offering of the Units and the Company 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. The Company acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)several Initial Purchasers, on the other hand, (iib) in connection with the offerings contemplated hereby offering of the Securities and the process leading to such transaction thereto, each Agent Initial Purchaser is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, any of its subsidiaries, or its respective stockholders, creditors, employees or any other party, (iiic) no Agent Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings contemplated hereby offering of the Securities or the process leading thereto (irrespective of whether such Agent Initial Purchaser has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Agent Initial Purchaser has any obligation to the Company with respect to any the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (ve) no Agent has the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offerings contemplated hereby offering of the Securities and the Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)several Underwriters, on the other hand, (iib) in connection with the offerings contemplated hereby offering of the Offered ADSs and the process leading to such transaction thereto, each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, the Subsidiary or its stockholderstheir respective securityholders, creditors, employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings contemplated hereby offering of the Offered ADSs or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company or the Subsidiary on other matters) and no Agent Underwriter has any obligation to the Company with respect to any the offering contemplated hereby of the Offered ADSs except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, Company and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings contemplated hereby offering of the Offered ADSs and the Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges Fund and agrees the Adviser each acknowledge and agree that (ia) 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, are is an arm’s-length commercial transactions transaction between the CompanyFund, on the one hand, and the Agent(s)several Underwriters, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Fund or the Adviser, or any of its stockholders, creditors, creditors or employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Fund or the Adviser with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company Fund or the Adviser on other matters) and no Agent Underwriter has any obligation to the Company Fund or the Adviser with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyFund or the Adviser, and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company Fund and the Adviser has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges Partnership Parties acknowledge and agrees agree that (ia) 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, are is an arm’s-length commercial transactions transaction between the CompanyPartnership Parties, on the one hand, and the Agent(s)Underwriter, on the other hand, (iib) in connection with the offerings contemplated hereby offering of the Units and the process leading to such transaction each Agent thereto, the Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Partnership Entities, any of its subsidiaries or its their respective stockholders, creditors, employees or any other party, (iiic) no Agent the Underwriter has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company Partnership Entities with respect to the offerings contemplated hereby offering of the Units or the process leading thereto (irrespective of whether such Agent the Underwriter has advised or is currently advising the Company Partnership Entities or any of their subsidiaries on other matters) and no Agent has the Underwriter does not have any obligation to the Company Partnership Entities with respect to any the offering contemplated hereby of the Units except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, Partnership Entities and (ve) no Agent the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offerings contemplated hereby offering of the Units and the Company 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. The Company acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)several Initial Purchasers, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Initial Purchaser is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, or its stockholders, creditors, employees or any other party, (iiic) no Agent Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Initial Purchaser has advised or is currently advising the Company on other matters) and no Agent Initial Purchaser has any obligation to the Company with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, Company and (ve) no Agent has the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees the Selling Shareholders acknowledge and agree that (ia) 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, are is an arm’s-length commercial transactions transaction between the CompanyCompany and the Selling Shareholders, on the one hand, and the Agent(s)Underwriters, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company or its stockholdersshareholders, creditors, employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor favour of the Company or the Selling Shareholders with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company on other matters) and no Agent Underwriter has any obligation to the Company or the Selling Shareholders with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has and the Selling Shareholders have consulted its their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (i) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)Underwriters, on the other hand, (ii) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent transaction, the Representative is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company or its stockholders, creditors, employees or any other party, (iii) no Agent the Representative has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent the Representative has advised or is currently advising the Company on other matters) and the Representative has no Agent has any obligation to the Company with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Agent(s) Representative and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, Company and (v) no Agent the Representative has not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Shareholder acknowledges and agrees that (ia) 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, are arm’s-is an arm’s length commercial transactions between transaction among the Company, on the one hand, Selling Shareholder and the Agent(s), on the other handUnderwriters, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company or its stockholdersthe Selling Shareholder or their respective shareholders, creditors, employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Shareholder with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company or the Selling Shareholder on other matters) and no Agent Underwriter has any obligation to the Company with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, Company and the Selling Shareholder and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatehereby.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)Underwriter, on the other hand, (iib) in connection with the offerings contemplated hereby offering of the Offered Securities and the process leading to such transaction each Agent thereto, the Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, any of its Subsidiaries or its their respective stockholders, creditors, employees or any other party, (iiic) no Agent the Underwriter has not assumed or will not assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings contemplated hereby offering of the Offered Securities or the process leading thereto (irrespective of whether such Agent the Underwriter has advised or is currently advising the Company or any of its Subsidiaries on other matters) and the Underwriter has no Agent has any obligation to the Company with respect to any the offering contemplated hereby of the Offered Securities except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, Company and (ve) no Agent the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offerings contemplated hereby offering of the Offered Securities and the Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (i) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)several Underwriters, on the other hand, (ii) in connection with the offerings offering contemplated hereby and the process leading to such transaction transaction, each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, or its stockholdersshareholders, or its creditors, employees or any other party, (iii) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings offering contemplated hereby or with respect to the Concurrent Registered Direct Offering or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company on other matters) and no Agent Underwriter has any obligation to the Company with respect to any the offering contemplated hereby or with respect to the Concurrent Registered Direct Offering except the obligations expressly set forth in this Agreement, (iv) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (v) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby or with respect to the Concurrent Registered Direct Offering and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges Partnership Parties acknowledge and agrees agree that (ia) 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, are is an arm’s-length commercial transactions transaction between the CompanyPartnership Parties, on the one hand, and the Agent(s)several Underwriters, on the other hand, (iib) in connection with the offerings contemplated hereby offering of the Units and the process leading to such transaction thereto, each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Partnership Parties, any of their subsidiaries or its their respective stockholders, creditors, employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Partnership Parties with respect to the offerings contemplated hereby offering of the Units or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company Partnership Parties on other matters) and no Agent Underwriter has any obligation to the Company Partnership Parties with respect to any the offering contemplated hereby of the Units except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, Partnership Parties and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings contemplated hereby offering of the Units and the Company has Partnership 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. The Company acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)Initial Purchaser, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent the Initial Purchaser is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, or its stockholdersshareholders, creditors, employees or any other party, (iiic) no Agent the Initial Purchaser has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent the Initial Purchaser has advised or is currently advising the Company on other matters) and the Initial Purchaser has no Agent has any obligation to the Company with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Initial Purchaser and their respective affiliates its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (ve) no Agent the Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

No Advisory or Fiduciary Relationship. The Each of the Company and the Founders acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the CompanyCompany and the Founders, on the one hand, and the Agent(s)several Underwriters, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company or any Founder, or its stockholdersrespective shareholders, creditors, employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or any Founder with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company or any Founder on other matters) and no Agent Underwriter has any obligation to the Company or any Founder with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) 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 CompanyCompany and the Founders, and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company and each Founder has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)several Underwriters, on the other hand, (iib) in connection with the offerings contemplated hereby offering of the Securities and the process leading to such transaction thereto, each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, any of its Subsidiaries, or its their respective stockholders, equity interest holders, creditors, employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings contemplated hereby offering of the Securities or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company or any of its Subsidiaries on other matters) and no Agent Underwriter has any obligation to the Company with respect to any the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyCompany , and (ve) no Agent none of the Underwriters or legal counsel for the Underwriters has provided any legal, accounting, regulatory or tax advice to the Company with respect to the offerings contemplated hereby offering of the Securities and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)several Underwriters, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction transaction, each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, or its stockholders, creditors, employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings offering contemplated hereby hereby, the Concurrent Registered Direct Offering or the process processes leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company on other matters) and no Agent Underwriter has any obligation to the Company with respect to any the offering contemplated hereby or the Concurrent Registered Direct Offering except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby or the Concurrent Registered Direct Offering, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) the purchase and sale offering of the Securities Fixed Price Shares and the Variable Price Shares pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, are Agreement is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)Borrower and the several Underwriters, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction transaction, the Borrower and each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, or its stockholders, or its creditors, employees or any other party, (iiic) no Agent neither the Borrower or any Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent the Borrower or any Underwriter has advised or is currently advising the Company on other matters) and no Agent neither the Borrower or any Underwriter has any obligation to the Company with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)Initial Purchasers, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Initial Purchaser is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, or its stockholdersshareholders, creditors, employees or any other party, (iiic) no Agent Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Initial Purchaser has advised or is currently advising the Company on other matters) and no Agent Initial Purchaser has any obligation to the Company with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Initial Purchasers and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company, and (ve) no Agent has the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees the Selling Shareholder acknowledge and agree that (ia) 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, are is an arm’s-length commercial transactions transaction between the CompanySelling Shareholder, on the one hand, Company and the Agent(s), on the other handUnderwriter, (iib) in connection with the offerings contemplated hereby Offering and the process leading to such transaction each Agent the Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Selling Shareholder or the Company or its stockholdersshareholders, creditors, employees or any other party, (iiic) no Agent the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor favour of the Company or the Selling Shareholder with respect to the offerings contemplated hereby Offering or the process leading thereto (irrespective of whether such Agent the Underwriter has advised or is currently advising the Company or the Selling Shareholder on other matters) and the Underwriter has no Agent has any obligation to the Company or the Selling Shareholder with respect to any offering contemplated hereby the Offering except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyCompany and the Selling Shareholder, and (ve) no Agent the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offerings contemplated hereby Offering and the Company has and the 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. The Company acknowledges and agrees the Manager acknowledge and agree that (ia) 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, are is an arm’s-length commercial transactions transaction between the CompanyCompany and the Manager, on the one hand, and the Agent(s)several Underwriters, on the other hand, ; (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction transaction, each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company or its the Manager, or their respective stockholders, creditors, employees or any other party, ; (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Agent Underwriter has any obligation to the Company or the Manager with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, ; (ivd) the Agent(s) Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company, Company or the Manager; and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings 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. The Each of the Company and the Manager acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)Underwriter, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent the Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company or its the Manager, or their stockholders, creditors, employees or any other party, (iiic) no Agent the 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 offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent the Underwriter has advised or is currently advising the Company or the Manager on other matters) and the Underwriter has no Agent has any obligation to the Company with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriter and their respective affiliates its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the CompanyCompany or the Manager, and (ve) no Agent the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offerings 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. The Company acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)Underwriter, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent transaction, the Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company or its any of their respective stockholders, members, creditors, employees or any other party, (iiic) no Agent the Underwriter has not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent the Underwriter has advised or is currently advising the Company on other matters) and the Underwriter has no Agent has any obligation to the Company with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriter and their respective its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (ve) no Agent the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

No Advisory or Fiduciary Relationship. The Each of the Company and the Selling Stockholders acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the Companysuch party, on the one hand, and the Agent(s)several Underwriters, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company such party, or its stockholders, creditorscreditors or employees, employees as applicable, or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company such party with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company on other matters) and no Agent Underwriter has any obligation to the Company such party with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyCompany and the Selling Stockholders, and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company such party has consulted its their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

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

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees the Selling Shareholders acknowledge and agree that (ia) 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, are is an arm’s-length commercial transactions transaction between the CompanyCompany and the Selling Shareholders, on the one hand, and the Agent(s)several Underwriters, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, or its stockholdersshareholders, creditors, employees or any other party, (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Shareholders with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company on other matters) and no Agent Underwriter has any obligation to the Company or the Selling Shareholders with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the CompanyCompany and the Selling Shareholders, and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and each of the Company and the Selling Shareholders has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

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

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

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)Xxxxxxx Sachs, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent Xxxxxxx Xxxxx is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, or its stockholders, creditors, employees or any other party, (iiic) no Agent Xxxxxxx Sachs has not assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Xxxxxxx Xxxxx has advised or is currently advising the Company on other matters) and Xxxxxxx Sachs has no Agent has any obligation to the Company with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Xxxxxxx Xxxxx and their its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (ve) no Agent Xxxxxxx Sachs has not provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

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

No Advisory or Fiduciary Relationship. The Company acknowledges and agrees the Manager acknowledge and agree that (ia) 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, are arm’sis an arm's-length commercial transactions transaction between the CompanyCompany and the Manager, on the one hand, and the Agent(s)several Underwriters, on the other hand, ; (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction transaction, each Agent Underwriter is and has been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company or its the Manager, or their respective stockholders, creditors, employees or any other party, ; (iiic) no Agent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Manager with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Agent Underwriter has any obligation to the Company or the Manager with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, ; (ivd) the Agent(s) Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company, Company or the Manager; and (ve) no Agent has the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings 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. The Company acknowledges and agrees that (ia) 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, are is an arm’s-length commercial transactions transaction between the Company, on the one hand, and the Agent(s)Underwriter and MLI, on the other hand, (iib) in connection with the offerings offering contemplated hereby and the process leading to such transaction each Agent is the Underwriter and has MLI have been acting solely as a principal and is not the agent (except to the extent expressly set forth herein) or fiduciary of the Company Company, or its stockholders, creditors, employees or any other party, (iiic) no Agent neither the Underwriter nor MLI has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offerings offering contemplated hereby or the process leading thereto (irrespective of whether such Agent the Underwriter or MLI has advised or is currently advising the Company on other matters) and no Agent neither the Underwriter nor MLI has any obligation to the Company with respect to any the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Agent(s) Underwriter, MLI and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (ve) no Agent neither the Underwriter nor MLI has provided any legal, accounting, regulatory or tax advice with respect to the offerings offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.