Common use of No Advisory or Fiduciary Relationship Clause in Contracts

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

No Advisory or Fiduciary Relationship. The Fund and the Investment Adviser each Operating Partnership 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 and dividend rate of the Securities Notes of each series and any related discounts and commissions, is an arm’s-length commercial transaction between the FundOperating Partnership, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Fund Operating Partnership or the Investment Adviser Company, or their shareholdersits stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Fund Operating Partnership or the Investment Adviser Company with respect to the offering contemplated hereby or the process leading thereto, thereto (irrespective of whether such Underwriter has advised or is currently advising the Fund Operating Partnership or the Investment Adviser Company on other matters) and no Underwriter has any obligation to the Fund Operating Partnership or the Investment Adviser Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Fund Operating Partnership and the Investment AdviserCompany, and (ve) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Fund Operating Partnership and the Investment Adviser Company have consulted their own legal, accounting, regulatory and tax advisors to the extent they have 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 Fund and Each of the Investment Adviser each Navios 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 and dividend rate of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the FundPartnership, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering Offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of any of the Fund or the Investment Adviser Navios Entities, or their shareholdersrespective partners, members, stockholders, creditors, employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of any of the Fund or the Investment Adviser Navios Entities with respect to the offering Offering contemplated hereby or the process leading thereto, thereto (irrespective of whether such Underwriter has advised or is currently advising any of the Fund or the Investment Adviser Navios Entities on other matters) and no Underwriter has any obligation to the Fund or the Investment Adviser Navios Entities with respect to the offering Offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Fund and the Investment AdviserNavios Entities, and (ve) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering Offering contemplated hereby and the Fund and the Investment Adviser Navios Entities have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

No Advisory or Fiduciary Relationship. The Fund and the Investment Adviser each Bank 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 and dividend rate of the Securities Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the FundBank, on the one hand, and the several UnderwritersManagers and the Qualified Independent Underwriter, on the other hand, ; (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Manager and the Qualified Independent Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Fund Bank, or the Investment Adviser or their shareholdersits stockholders, creditors, employees or any other party, ; (iiic) no Manager or the Qualified Independent Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Fund or the Investment Adviser Bank with respect to the offering contemplated hereby or the process leading thereto, thereto (irrespective of whether such Manager or the Qualified Independent Underwriter has advised or is currently advising the Fund or the Investment Adviser Bank on other matters) and no Manager or the Qualified Independent Underwriter has any obligation to the Fund or the Investment Adviser Bank with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, ; (ivd) the Underwriters Managers and the Qualified Independent Underwriter and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Fund Bank; and (e) the Managers and the Investment Adviser, and (v) the Underwriters Qualified Independent Underwriter have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Fund and the Investment Adviser have Bank has consulted their its own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Relationship. The Fund Fund, the Investment Adviser and the Investment Sub-Adviser each acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price and dividend rate of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Fund, on the one hand, and the several Underwriters[several] Underwriter(s), on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each [each][the] Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Fund or the Investment Adviser Advisers or their shareholders, creditors, employees or any other party, (iii) no Underwriter has the Underwriter(s) [have][has] not assumed or and will not assume an advisory or fiduciary responsibility in favor of the Fund or the Investment Adviser Advisers with respect to the offering contemplated hereby or the process leading thereto, (irrespective of whether such Underwriter has the Underwriter(s) [have][has] advised or is currently advising the Fund or the Investment Adviser Advisers on other matters) and the Underwriter(s) [have][has] no Underwriter has any obligation to the Fund or the Investment Adviser Advisers with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters Underwriter(s) and their [their][its] respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Fund and the Investment AdviserAdvisers, and (v) the Underwriters have Underwriter(s) [have][has] not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Fund and the Investment Adviser Advisers have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

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

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

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

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

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

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

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

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

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

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

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

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

No Advisory or Fiduciary Relationship. The Fund and the Investment Adviser each 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 and dividend rate of the Securities and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the FundCompany, on the one hand, and the several UnderwritersUnderwriters and Sub-underwriters, on the other hand, (iiB) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter of the Underwriters and Sub-underwriters is and has been acting solely as a principal and is not the agent or fiduciary of the Fund Company or the Investment Adviser or their its shareholders, creditors, employees or any other party, (iiiC) no Underwriter or Sub-underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Fund or the Investment Adviser Company with respect to the offering contemplated hereby or the process leading thereto, thereto (irrespective of whether such Underwriter or Sub-underwriter has advised or is currently advising the Fund or the Investment Adviser Company on other matters) and no Underwriter or Sub-underwriter has any obligation to the Fund or the Investment Adviser Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivD) the Underwriters Underwriters, the Sub-underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Fund and the Investment AdviserCompany, and (vE) the Underwriters and Sub-underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Fund and the Investment Adviser have Company has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

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

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

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

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

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

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

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

No Advisory or Fiduciary Relationship. The Fund Fund, the Adviser and the Investment Adviser Administrator each acknowledges acknowledge and agrees agree that (ia) the purchase and sale of the Securities Shares pursuant to this Agreement, including the determination of the public offering price and dividend rate of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Fund, on the one hand, and the several Underwriters, on the other hand, (iib) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Fund Fund, the Adviser or the Investment Adviser Administrator, or any of their shareholdersrespective stockholders, creditors, creditors or employees or any other party, (iiic) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Fund Fund, the Adviser or the Investment Adviser Administrator with respect to the offering contemplated hereby or the process leading thereto, thereto (irrespective of whether such Underwriter has advised or is currently advising the Fund Fund, the 32 33461370v11 Adviser or the Investment Adviser Administrator on other matters) and no Underwriter has any obligation to the Fund Fund, the Adviser or the Investment Adviser Administrator with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivd) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Fund and Fund, the Investment AdviserAdviser or the Administrator, and (ve) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Fund Fund, the Adviser and the Investment Adviser have Administrator each has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

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

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

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

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

No Advisory or Fiduciary Relationship. The Fund and the Investment Adviser each 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 and dividend rate of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the FundCompany, on the one hand, and the several UnderwritersUnderwriters and Sub-underwriters, on the other hand, (iiB) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter of the Underwriters and Sub-underwriters is and has been acting solely as a principal and is not the agent or fiduciary of the Fund Company or the Investment Adviser or their its shareholders, creditors, employees or any other party, (iiiC) no Underwriter or Sub-underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Fund or the Investment Adviser Company with respect to the offering contemplated hereby or the process leading thereto, thereto (irrespective of whether such Underwriter or Sub-underwriter has advised or is currently advising the Fund or the Investment Adviser Company on other matters) and no Underwriter or Sub-underwriter has any obligation to the Fund or the Investment Adviser Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (ivD) the Underwriters Underwriters, the Sub-underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Fund and the Investment AdviserCompany, and (vE) the Underwriters and Sub-underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Fund and the Investment Adviser have Company has consulted their its own respective legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

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

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

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