Common use of No Advisory or Fiduciary Responsibility Clause in Contracts

No Advisory or Fiduciary Responsibility. The Depositor acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, and the Underwriter, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Units pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Units and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholdersshareholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges This Agreement supersedes all prior agreements and agrees that understandings (whether written or oral) between the Underwriter is acting solely in Company and the capacity several Underwriters, or any of an arm's length contractual counterparty to the Depositor them, with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorsubject matter hereof.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Obligors acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorObligors, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and each of the Depositor Obligors is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor any Obligor or its affiliates, stockholdersequityholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor any Obligor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor any Obligor on other matters) or and no Underwriter has any other obligation to any Obligor with respect to the Depositor offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its affiliates their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Obligors, and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisoryfiduciary, agency or fiduciary advisory relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Depositor has Obligors have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Obligors and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Obligors hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor they may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of to be paid by the Underwriter for the Underwritten Certificates and any related discounts and commissionsCertificates, is an arm’s-length commercial transaction between the Depositor, on the one hand, and the Underwriter, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Notes pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its affiliates their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Notes pursuant to this Agreement, including the determination of the initial public offering price of the Underwritten Certificates Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the transaction, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Units pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Units and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges This Agreement supersedes all prior agreements and agrees that understandings (whether written or oral) between the Underwriter is acting solely in Company and the capacity several Underwriters, or any of an arm's length contractual counterparty to the Depositor them, with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorsubject matter hereof.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Obligors acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorObligors, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and each of the Depositor Obligors is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor any Obligor or its affiliates, stockholdersequityholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor any Obligor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor any Obligor on other matters) or and no Underwriter has any other obligation to any Obligor with respect to the Depositor offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its affiliates their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Obligors, and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisoryfiduciary, agency or fiduciary advisory relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Depositor has Obligors have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Obligors and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Obligors hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor they may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or any of its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Company and the Partnership acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its Partnership, or their affiliates, stockholdersshareholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company or the Partnership with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company or the Partnership on other matters) or and no Underwriter has any other obligation to the Depositor Company or the Partnership with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and the Partnership and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Company and the Partnership have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company, the Partnership and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company and the Partnership hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Company and the Partnership may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Notes pursuant to this Underwriting Agreement, including the determination of the public offering price of the Underwritten Certificates Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Underwriting Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Underwriting Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Underwriting Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorthis Section 2(d).

No Advisory or Fiduciary Responsibility. (a) The Depositor Borrower acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one handagrees, and the Underwriteracknowledges its Subsidiaries’ understanding, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or that no Credit Party will have any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor obligations except the those obligations expressly set forth herein and in this Agreement; (iv) the Underwriter other Loan Documents and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter each Credit Party is acting solely in the capacity of an arm's ’s length contractual counterparty to the Depositor Borrower with respect to the offering of Underwritten Certificates Loan Documents and the transactions contemplated hereby (including in connection with determining the terms of the offering) herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Depositor Borrower or any other person. In additionThe Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Underwriter Borrower acknowledges and agrees that no Credit Party is not advising the Depositor or any other person Borrower as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdiction. The Depositor Borrower shall consult with its own advisors concerning such mattersmatters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Underwriter Credit Parties shall have no responsibility or liability to the Depositor Borrower with respect thereto. (b) The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. Any review In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the Underwriter holder of the Depositorrights, in its sole discretion. (c) In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated hereby by the Loan Documents or its other matters relating relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to such other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions will be performed solely for contemplated by the benefit of Loan Documents, or to furnish to the Underwriter and shall not be on behalf of the DepositorBorrower, confidential information obtained from other companies.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, Company and the Underwriter, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this AgreementInvestors; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is Underwriters are and has have been acting solely as placement agents on a principal best efforts basis and is are not the a financial advisor, agent advisor or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has Underwriters have not assumed nor and will it not assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the any Underwriter has advised or is currently advising the Depositor Company on other matters) or any other and the Underwriters have no obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipCompany; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releasesUnderwriters, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering contemplated by this Agreement. For elimination of Underwritten Certificates doubt, nothing in this Agreement or contemplated hereby (hereby, including in connection with determining without limitation the terms immediately previous sentence, shall supersede, curtail, limit, terminate, eliminate or invalidate any provision of the offering) and Engagement Letter not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as related to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for by the benefit Registration Statement and the Prospectus, each of the Underwriter which provisions shall remain in full force and shall not be on behalf of the Depositoreffect.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Notes pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. (a) The Depositor Borrower acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one handagrees, and the Underwriteracknowledges its Subsidiaries’ understanding, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or that no Credit Party will have any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor obligations except the those obligations expressly set forth herein and in this Agreement; (iv) the Underwriter other Loan Documents and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter each Credit Party is acting solely in the capacity of an arm's ’s length contractual counterparty to the Depositor Borrower with respect to the offering of Underwritten Certificates Loan Documents and the transactions contemplated hereby (including in connection with determining the terms of the offering) herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Depositor Borrower or any other person. In additionThe Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Underwriter Borrower acknowledges and agrees that no Credit Party is not advising the Depositor or any other person Borrower as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdiction. The Depositor Borrower shall consult with its own advisors concerning such mattersmatters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Underwriter Credit Parties shall have no responsibility or liability to the Depositor Borrower with respect thereto. (b) The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. Any review In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which it may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the Underwriter holder of the Depositorrights, in its sole discretion. (c) In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower or its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated hereby by the Loan Documents or its other matters relating relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to such other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions will be performed solely for contemplated by the benefit of Loan Documents, or to furnish to the Underwriter and shall not be on behalf of the DepositorBorrower, confidential information obtained from other companies.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Transaction Entities acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorTransaction Entities, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is Transaction Entities are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Transaction Entities or its their respective affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Transaction Entities with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Transaction Entities on other matters) or and no Underwriter has any other obligation to the Depositor Transaction Entities with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Transaction Entities and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Transaction Entities have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Transaction Entities and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Transaction Entities hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Transaction Entities may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including duty in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorby this Agreement.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: that (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: that (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; , (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or creditors, employees or any other party; , (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; , (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; relationship and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or any of its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Offered Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Offered Certificates and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriter, Underwriter on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed assumed, nor will it assume assume, an advisory, agency advisory or fiduciary responsibility in favor of the Depositor with Company respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor Company on other matters) or any other obligation to the Depositor Company except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary advisory relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor acknowledges Company and agrees that: (i) the purchase Selling Shareholders hereby acknowledge that the Underwriters are acting solely as underwriters in connection with the Offering. The Company and sale of the Underwritten Certificates Selling Shareholders further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is Agreement entered into on an arm’s-length commercial transaction between basis and in no event do the Depositorparties intend that the Underwriters act or be responsible as a fiduciary to the Company, on its management, shareholders, creditors or any other person in connection with any activity that the one handUnderwriters may undertake or have undertaken in furtherance of the Offering, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company and the UnderwriterSelling Shareholders, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of either in connection with the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby Agreement or any matters leading up to such transactions, and the process leading Company and the Selling Shareholders hereby confirms its understanding and agreement to such transaction that effect. The Company and the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) the Selling Shareholders hereby further confirm their understanding that no Underwriter has not assumed nor will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company or the Selling Shareholders with respect to any of the transactions Offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or thereto, including, without limitation, any other obligation negotiation related to the Depositor except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those pricing of the Depositor Offered Securities; and the Company and the Selling Shareholders have consulted their own legal and financial advisors to the extent they have deemed appropriate in connection with this Agreement and the Offering. The Company, the Selling Shareholders and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriter has no obligation Underwriters to disclose the Company or the Selling Shareholders regarding such transactions, including but not limited to any of such interests by virtue of any advisory, agency opinions or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice views with respect to the offering contemplated hereby price or market for the Company’s securities, do not constitute advice or recommendations to the Company or the Selling Shareholders. The Company and the Depositor has consulted its own legal, accounting, regulatory Selling Shareholders hereby waive and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Company and the Selling Shareholders may have against the Underwriter Underwriters with respect to any breach or alleged breach of agency any fiduciary or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty similar duty to the Depositor with respect to Company or the offering of Underwritten Certificates contemplated hereby (including Selling Shareholders in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby by this Agreement or other any matters relating leading up to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositortransactions.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriter, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or any of its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor Company on other matters) or and the Underwriter does not have any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the initial public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including duty in connection with determining the terms any of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorprocess leading thereto.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Transaction Entities acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorTransaction Entities, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is Transaction Entities are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Transaction Entities or its their respective affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Transaction Entities with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Transaction Entities on other matters) or and no Underwriter has any other obligation to the Depositor Transaction Entities with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Transaction Entities and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Transaction Entities have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Transaction Entities and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Transaction Entities hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Transaction Entities may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including duty in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorby this Agreement.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the UnderwriterUnderwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the no Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the any Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges This Agreement supersedes all prior agreements and agrees that understandings (whether written or oral) between the Company and any Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorsubject matter hereof.

No Advisory or Fiduciary Responsibility. The Depositor Each Borrower acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one handagrees, and the Underwriteracknowledges its Subsidiaries’ understanding, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or that no Credit Party will have any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor obligations except the those obligations expressly set forth herein and in this Agreement; (iv) the Underwriter other Loan Documents and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter each Credit Party is acting solely in the capacity of an arm's ’s length contractual counterparty to the Depositor such Borrower with respect to the offering of Underwritten Certificates Loan Documents and the transaction contemplated hereby (including in connection with determining the terms of the offering) therein and not as a financial advisor or a fiduciary to, or an agent of, the Depositor such Borrower or any other person. In additionEach Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Underwriter each Borrower acknowledges and agrees that no Credit Party is not advising the Depositor or any other person such Borrower as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdiction. The Depositor Each Borrower shall consult with its own advisors concerning such mattersmatters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter Credit Parties shall have no responsibility or liability to the Depositor any Borrower with respect thereto. Any review Each Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, such Borrower, its Subsidiaries and other companies with which such Borrower or any of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the Underwriter holder of the Depositorrights, in its sole discretion. In addition, each Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which such Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from any Borrower by virtue of the transactions contemplated hereby by the Loan Documents or its other matters relating relationships with such Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the DepositorBorrower, confidential information obtained from other companies.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Units pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Units and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges This Agreement supersedes all prior agreements and agrees that understandings (whether written or oral) between the Underwriter is acting solely in Company and the capacity several Underwriters, or any of an arm's length contractual counterparty to the Depositor them, with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorsubject matter hereof.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price prices of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Initial Purchasers, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter each Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company, or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter no Initial Purchaser has not assumed nor or will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter such Initial Purchaser has advised or is currently advising the Depositor Company on other matters) or any other obligation to the Depositor Company except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Initial Purchasers and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company, and that the Underwriter has several Initial Purchasers have no obligation to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary advisory relationship; and (v) the Underwriter has Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Each Borrower acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one handagrees, and the Underwriteracknowledges its Subsidiaries’ understanding, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or that no Credit Party will have any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor obligations except the those obligations expressly set forth herein and in this Agreement; (iv) the Underwriter other Loan Documents and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter each Credit Party is acting solely in the capacity of an arm's ’s length contractual counterparty to the Depositor such Borrower with respect to the offering of Underwritten Certificates Loan Documents and the transaction contemplated hereby (including in connection with determining the terms of the offering) therein and not as a financial advisor or a fiduciary to, or an agent of, the Depositor such Borrower or any other person. In additionEach Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Underwriter each Borrower acknowledges and agrees that no Credit Party is not advising the Depositor or any other person such Borrower as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdiction. The Depositor Each Borrower shall consult with its own advisors concerning such mattersmatters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter Credit Parties shall have no responsibility or liability to the Depositor any Borrower with respect thereto. Any review Each Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, such Borrower, its Subsidiaries and other companies with which such Borrower or any of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the Underwriter holder of the Depositorrights, in its sole discretion. In addition, each Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which such Borrower or any of its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated hereby by the Loan Documents or its other matters relating relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to such transactions will be performed solely for the benefit Borrower or any of the Underwriter and shall not be on behalf of the Depositorits Subsidiaries, confidential information obtained from other companies.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Notes pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the UnderwriterInitial Purchaser, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter no Initial Purchaser has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter Initial Purchaser has advised or is currently advising the Depositor Company on other matters) or any other and the Initial Purchaser has no obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter Initial Purchaser and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter Initial Purchaser has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter Initial Purchaser, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter Initial Purchaser with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Offered Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby by this Agreement and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Notes pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Initial Purchasers, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter each Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter no Initial Purchaser has not assumed nor or will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter such Initial Purchaser has advised or is currently advising the Depositor Company on other matters) or any other obligation to the Depositor Company except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Initial Purchasers and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company, and that the Underwriter has several Initial Purchasers have no obligation to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary advisory relationship; and (v) the Underwriter has Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. (1) The Depositor Borrower acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one handagrees, and acknowledges its Subsidiaries’ understanding, that neither the Underwriter, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or Administrative Agent nor any other party; (iii) the Underwriter has not assumed nor Lender will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to have any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor obligations hereunder except the those obligations expressly set forth herein and in this Agreement; (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisoryother Loan Documents, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory Administrative Agent and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter each Lender is acting solely in the capacity of an arm's ’s length contractual counterparty to the Depositor Borrower with respect to the offering of Underwritten Certificates Loan Documents and the transaction contemplated hereby (including in connection with determining the terms of the offering) therein and not as a financial advisor or a fiduciary to, or an agent of, the Depositor Borrower or any other person. In additionThe Borrower agrees that it will not assert any claim against the Administrative Agent or any Lender based on an alleged breach of fiduciary duty by such Administrative Agent or Lender in connection with this Agreement and the transactions contemplated hereby. Additionally, the Underwriter Borrower acknowledges and agrees that neither the Administrative Agent nor any Lender is not advising the Depositor or any other person Borrower as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdiction. The Depositor Borrower shall consult with its own advisors concerning such mattersmatters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriter Administrative Agent nor any Lender shall have no any responsibility or liability to the Depositor Borrower with respect thereto. (2) The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Lender is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. Any review In the ordinary course of business, any Lender may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower, its Subsidiaries and other companies with which the Borrower or any of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Lender or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the Underwriter holder of the Depositorrights, in its sole discretion. (3) In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Lender and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower or any of its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Lender will use confidential information obtained from the Borrower by virtue of the transactions contemplated hereby by the Loan Documents or its other matters relating relationships with the Borrower in connection with the performance by such Lender of services for other companies, and no Lender will furnish any such information to such other companies. The Borrower also acknowledges that no Lender has any obligation to use in connection with the transactions will be performed solely for contemplated by the benefit Loan Documents, or to furnish to the Borrower or any of the Underwriter and shall not be on behalf of the Depositorits Subsidiaries, confidential information obtained from other companies.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Company and the Seller acknowledges and agrees that: (i) the purchase and sale of the Underwritten Notes or Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Notes or Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between among the DepositorCompany, on the one hand, Seller and the Underwriter, on Underwriters and each of the other hand, Company and the Depositor Seller is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of either of the Depositor Company or its the Seller, or their respective affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency advisory or fiduciary responsibility in favor of either of the Depositor Company or the Seller with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising either of the Depositor Company or the Seller on other matters) or any other obligation to either of the Depositor Company or the Seller except the obligations expressly set forth in this Agreement; (iv) the Underwriter Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of either of the Depositor Company or the Seller and that the Underwriter has Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary advisory relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Depositor Company and the Seller has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between among the Depositor Company, the Seller and the Underwriter Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Each of the Company and the Seller hereby waives and releases, to the fullest extent permitted by law, any claims that either of the Depositor Company or the Seller may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Units pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Units and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholdersshareholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges This Agreement supersedes all prior agreements and agrees that understandings (whether written or oral) between the Underwriter is acting solely in Company and the capacity several Underwriters, or any of an arm's length contractual counterparty to the Depositor them, with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorsubject matter hereof.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges This Agreement supersedes all prior agreements and agrees that understandings (whether written or oral) between the Underwriter is acting solely in Company and the capacity several Underwriters, or any of an arm's length contractual counterparty to the Depositor them, with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorsubject matter hereof.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its the respective affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Notes pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or of fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any an advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or of alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, Company and the Underwriter, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this AgreementInvestors; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as placement agent on a principal best efforts basis and is not the a financial advisor, agent advisor or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor and will it not assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the any Underwriter has advised or is currently advising the Depositor Company on other matters) or any other and the Underwriter has no obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipCompany; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releasesUnderwriter, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering contemplated by this Agreement. For elimination of Underwritten Certificates doubt, nothing in this Agreement or contemplated hereby (hereby, including in connection with determining without limitation the terms immediately previous sentence, shall supersede, curtail, limit, terminate, eliminate or invalidate any provision of the offering) and not as a financial advisor or a fiduciary to, or an agent of, letter agreement between the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, Company and the Underwriter shall have no responsibility or liability Underwriter, dated as of September 4, 2018 (the “Engagement Letter”) not related to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for by the benefit Registration Statement and the Prospectus, each of the Underwriter which provisions shall remain in full force and shall not be on behalf of the Depositoreffect.

No Advisory or Fiduciary Responsibility. The Depositor Issuer acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Notes pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorIssuer, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Issuer is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Issuer or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Issuer with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Issuer on other matters) or any other obligation to the Depositor Issuer except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Issuer, and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary advisory relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Depositor Issuer has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Issuer and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Issuer hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Issuer may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Common Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Common Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriter, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its Subsidiaries, affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor Company on other matters) or and the Underwriter has no any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, Company and the Underwriter, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this AgreementInvestors; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is are and has have been acting solely as placement agents on a principal best efforts basis and is are not the a financial advisor, agent advisor or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has have not assumed nor and will it not assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the any Underwriter has advised or is currently advising the Depositor Company on other matters) or any other and the Underwriter have no obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipCompany; and (v) the Underwriter has have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releasesUnderwriter, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering contemplated by this Agreement. For elimination of Underwritten Certificates doubt, nothing in this Agreement or contemplated hereby (hereby, including in connection with determining without limitation the terms immediately previous sentence, shall supersede, curtail, limit, terminate, eliminate or invalidate any provision of the offering) and Engagement Letter not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as related to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for by the benefit Registration Statement and the Prospectus, each of the Underwriter which provisions shall remain in full force and shall not be on behalf of the Depositoreffect.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Company and the Selling Stockholder acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany and the Selling Stockholder, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is Company and the Selling Stockholder are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company, the Selling Stockholder, or its their respective affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company or the Selling Stockholder with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company or the Selling Stockholder on other matters) or and no Underwriter has any other obligation to the Depositor Company or the Selling Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and the Selling Stockholder and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Company and the Selling Stockholder have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company, the Selling Stockholder and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company and the Selling Stockholder hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Company and the Selling Stockholder may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty duty relating to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorin this Agreement.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the UnderwriterUnderwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the no Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the any Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges This Agreement supersedes all prior agreements and agrees that understandings (whether written or oral) between the Company and any Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorsubject matter hereof.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Debentures pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Debentures and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Units pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Units and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges This Agreement supersedes all prior agreements and agrees that understandings (whether written or oral) between the Underwriter is acting solely in Company and the capacity several Underwriters, or any of an arm's length contractual counterparty to the Depositor them, with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorsubject matter hereof.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is Company are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or any of its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the no Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter Underwriters shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter Underwriters of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter Underwriters and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor acknowledges Company and agrees that: (i) the purchase and sale Selling Shareholder hereby acknowledge that the Underwriters are acting solely as underwriters in connection with the offering of the Underwritten Certificates Offered Securities. The Company and the Selling Shareholder further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is Agreement entered into on an arm’s-length commercial transaction between basis and in no event do the Depositorparties intend that the Underwriters act or be responsible as a fiduciary to the Company or the Selling Shareholder, on its management, shareholders, creditors or any other person in connection with any activity that the one handUnderwriters may undertake or have undertaken in furtherance of the offering of the Offered Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company and the UnderwriterSelling Shareholder, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of either in connection with the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby Agreement or any matters leading up to such transactions, and the process leading Company and the Selling Shareholder hereby confirm their understanding and agreement to such transaction that effect. The Company and the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) the Selling Shareholder hereby further confirm their understanding that no Underwriter has not assumed nor will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions Offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or thereto, including, without limitation, any other obligation negotiation related to the Depositor except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those pricing of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipOffered Securities; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby Company and the Depositor has Selling Shareholder have consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent it has deemed appropriate. This appropriate in connection with this Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter Offering. The Company, the Selling Shareholder and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Company and the Selling Shareholder regarding such transactions, including but not limited to any opinions or views with respect to the subject matter hereofprice or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company and the Selling Shareholder may have against the Underwriter Underwriters with respect to any breach or alleged breach of agency any fiduciary or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty similar duty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including Company in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby by this Agreement or other any matters relating leading up to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositortransactions.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company, or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Laredo Parties acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorLaredo Parties, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is Laredo Parties are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Laredo Parties or its their respective affiliates, stockholdersequityholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Laredo Parties with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Laredo Parties on other matters) or any other obligation to the Depositor Laredo Parties except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Laredo Parties, and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary advisory relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Depositor has Laredo Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Laredo Parties and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Laredo Parties hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Laredo Parties may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor acknowledges Company, the Selling Shareholder, and agrees that: the Underwriters acknowledge and agree that (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the DepositorCompany, and/or the Selling Shareholder, on the one hand, and the UnderwriterUnderwriters, on the other handother, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection therewith and with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been Underwriters are acting solely as a principal principals and is not the financial advisor, agent agents or fiduciary fiduciaries of the Depositor Company or its affiliatesthe Selling Shareholder, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company or the Selling Shareholder with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company or the Selling Shareholder on other matters) or any other obligation to the Depositor Company or the Selling Shareholder except the obligations expressly set forth in this Agreement; , (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those each of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby Company and the Depositor Selling Shareholder has consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent it deemed appropriate, and (v) although the Underwriters may provide certain Regulation Best Interest documentation in connection with the offering, the Underwriters are not making a recommendation to participate in the offering or sell any Securities at the price determined in the offering and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation. This Agreement supersedes all prior agreements and understandings (whether written or oral) between Each of the Depositor Company and the Selling Shareholder agrees that it will not claim that any Underwriter with respect has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the subject matter hereofCompany or the Selling Shareholder, in connection with such transaction or the process leading thereto. The Depositor hereby waives Furthermore, the Company and releasesthe Selling Shareholder agree that they are solely responsible for making their own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company or the Selling Shareholder on related or other matters). Moreover, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor Selling Shareholder acknowledges and agrees that that, although the Underwriter is acting solely in Representatives may be required or choose to provide the capacity of an arm's length contractual counterparty to the Depositor Selling Shareholder with respect to the offering of Underwritten Certificates contemplated hereby (including certain Regulation Best Interest and Form CRS disclosures in connection with determining the terms of the offering) , the Representatives and the other Underwriters are not as making a financial advisor or recommendation to the Selling Shareholder to participate in the offering, enter into a fiduciary to“lock-up” agreement, or an agent ofsell any Securities at the price determined in the offering, and nothing set forth in such disclosures is intended to suggest that the Depositor Representatives or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning Underwriters are making such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositora recommendation.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: that (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Units pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Units and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, Company and the Underwriter, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this AgreementInvestors; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter Placement Agent is and has been acting solely as placement agent on a principal best efforts basis and is not the a financial advisor, agent advisor or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter Placement Agent has not assumed nor and will it not assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter Placement Agent has advised or is currently advising the Depositor Company on other matters) or any other and the Placement Agent has no obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter Placement Agent and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipCompany; and (v) the Underwriter Placement Agent has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releasesPlacement Agent, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering contemplated by this Agreement. For elimination of Underwritten Certificates doubt, nothing in this Agreement or contemplated hereby (hereby, including in connection with determining without limitation the terms immediately previous sentence, shall supersede, curtail, limit, terminate, eliminate or invalidate any provision of the offering) and Engagement Letter not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as related to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for by the benefit Registration Statement and the Prospectus, each of the Underwriter which provisions shall remain in full force and shall not be on behalf of the Depositoreffect.

No Advisory or Fiduciary Responsibility. The Depositor acknowledges and agrees that: (i) the purchase and sale of the Underwritten Publicly-Offered Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Publicly-Offered Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Common Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Common Shares and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriter, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its Subsidiaries, affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor Company on other matters) or and the Underwriter has no any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or any of its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Transaction Entities acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the DepositorTransaction Entities, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is Transaction Entities are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Transaction Entities or its their respective affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Transaction Entities with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Transaction Entities on other matters) or and no Underwriter has any other obligation to the Depositor Transaction Entities with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Transaction Entities and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Transaction Entities have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Transaction Entities and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Transaction Entities hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Transaction Entities may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including duty in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorby this Agreement.

No Advisory or Fiduciary Responsibility. The Depositor acknowledges Company and agrees each Selling Stockholder acknowledge and agree that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the DepositorCompany and the Selling Stockholder, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is Company and the Selling Stockholders are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company, any of its subsidiaries or its any Selling Stockholder, or any of their respective affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company or any Selling Stockholder with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company, any of its subsidiaries or any Selling Stockholder on other matters) or and no Underwriter has any other obligation to the Depositor Company or any Selling Stockholder with respect to the offering of the Securities except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Depositor Company and each Selling Stockholder and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary advisory relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Company and each of the Selling Stockholders have consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements The Company and understandings (whether written or oral) between the Depositor each Selling Stockholder hereby waive and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Company or such Selling Stockholder may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Common Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company and each Selling Stockholder acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany and the Selling Stockholders, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is Company and the Selling Stockholders are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company, any Selling Stockholder or its affiliatestheir respective Affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company or any Selling Stockholder with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company or any of the Selling Stockholders on other matters) or and no Underwriter has any other obligation to the Depositor Company or any Selling Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its affiliates their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and the Selling Stockholders and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Depositor has Company and the Selling Stockholders have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between among the Depositor Company, the Selling Stockholders and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor acknowledges In connection with all aspects of each transaction contemplated by any Loan Document, Guarantors acknowledge and agrees that: agree that (ia)(i) the purchase and sale of credit facility provided to Borrower under the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Borrower Loan Agreement and any related discounts and commissionsarranging or other services by Agent, is an any Lender, any of their Affiliates or any arranger are arm’s-length commercial transaction transactions between Borrower and such Person; (ii) the Depositorcredit facility provided to Merix Singapore Borrower under the Merix Singapore Agreements and any related arranging or other services by Bank of America, on any of its Affiliates or any arranger are arm’s-length commercial transactions between Merix Singapore Borrower and such Person; (iii) Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the one hand, extent they have deemed appropriate; and the Underwriter, on the other hand, and the Depositor is (iv) Guarantors are capable of evaluating and understanding understanding, and understands do understand and accepts accept, the terms, risks and conditions of the transactions contemplated by this Agreementthe Loan Documents; (iib) in connection with each transaction contemplated hereby of Agent, Lenders, Bank of America their Affiliates and the process leading to such transaction the Underwriter any arranger is and has been acting solely as a principal in connection with the credit facility provided to Borrower under the Borrower Loan Agreement and the credit facilities provided to Merix Singapore Borrower under the Merix Singapore Agreements, is not the financial advisor, agent or fiduciary for Borrower, Merix Singapore Borrower, any of the Depositor or its affiliates, stockholders, creditors or employees their Affiliates or any other party; (iii) the Underwriter Person, and has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor no obligation with respect to any of the transactions contemplated hereby or by the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor Loan Documents except the obligations as expressly set forth in this Agreementtherein; and (ivc) the Underwriter Agent, Lenders, Bank of America, their Affiliates and its affiliates any arranger may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Borrower, Merix Singapore Borrower and that the Underwriter has their Affiliates, and have no obligation to disclose any of such interests by virtue of any advisoryto Borrower, agency Merix Singapore Borrower or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatetheir Affiliates. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to To the fullest extent permitted by lawApplicable Law, each Guarantor hereby waives and releases any claims that the Depositor it may have against the Underwriter Agent, Lenders, Bank of America their Affiliates and any arranger with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including duty in connection with determining the terms any aspect of the offering) and not as any transaction contemplated by a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the DepositorLoan Document.

No Advisory or Fiduciary Responsibility. The Depositor (a) Each Borrower acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one handagrees, and the Underwriteracknowledges its Subsidiaries’ understanding, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or that no Credit Party will have any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor obligations except the those obligations expressly set forth herein and in this Agreement; (iv) the Underwriter other Loan Documents and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter each Credit Party is acting solely in the capacity of an arm's ’s length contractual counterparty to the Depositor such Borrower with respect to the offering of Underwritten Certificates Loan Documents and the transactions contemplated hereby (including in connection with determining the terms of the offering) herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Depositor such Borrower or any other person. In additionEach Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Underwriter each Borrower acknowledges and agrees that no Credit Party is not advising the Depositor or any other person such Borrower as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdiction. The Depositor Each Borrower shall consult with its own advisors concerning such mattersmatters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Underwriter Credit Parties shall have no responsibility or liability to the Depositor any Borrower with respect thereto. (b) Each Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. Any review In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, such Borrower, its Subsidiaries and other companies with which such Borrower or any of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the Underwriter holder of the Depositorrights, in its sole discretion. (c) In addition, each Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its Affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which such Borrower or any of its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from any Borrower by virtue of the transactions contemplated hereby by the Loan Documents or its other matters relating relationships with such Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to such transactions will be performed solely for the benefit Borrower or any of the Underwriter and shall not be on behalf of the Depositorits Subsidiaries, confidential information obtained from other companies.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Company and the Partnership acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company, the Partnership or its their respective affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company or the Partnership with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company or the Partnership on other matters) or and no Underwriter has any other obligation to the Depositor Company or the Partnership with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and the Partnership and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Company and the Partnership have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company, the Partnership and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company and the Partnership hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Company and the Partnership may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Preferred Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Preferred Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriter, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor or will it not assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter Underwriter, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Credit Document), the Company acknowledges and agrees that: (i) the purchase and sale none of the Underwritten Certificates pursuant Arrangers, the Agent or the Banks or their respective Affiliates are subject to this Agreementany fiduciary or other implied duties, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, and the Underwriter, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary none of the Depositor Arrangers, the Agent or its affiliates, stockholders, creditors the Banks or employees their respective Affiliates are advising the Company or any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person Affiliates as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult , (iii) the Company has consulted with its own advisors concerning such mattersmatters and is responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and none of the Underwriter shall Arrangers, the Agent or the Banks or their respective Affiliates have no any responsibility or liability to the Depositor Company or any of its Affiliates with respect theretothereto and (iv) each of the Arrangers, the Agent and the Banks and their respective Affiliates may have economic interests that conflict with those of the Company, its stockholders and/or its Affiliates.” (aa) Section 13.3 of the Credit Agreement is hereby amended to insert the words “as determined in a final, non-appealable judgment by a court of competent jurisdiction” immediately before the period at the end thereof. (bb) Section 13.8 of the Credit Agreement is hereby amended to insert the words “as determined in a final, non-appealable judgment by a court of competent jurisdiction” immediately before the last reference to “of the Agent” appearing therein. (cc) Section 13.10(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: (a) Each Bank acknowledges and agrees that the extensions of credit made hereunder are commercial loans and not investments in a business enterprise or securities. Any review Each Bank further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Agent or any other Bank and based on the financial statements prepared by the Underwriter Company and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Bank, and to make, acquire or hold Loans hereunder. Each Bank also acknowledges that it will, independently and without reliance upon the Agent or any other Bank and based on such documents and information (which may contain material, non-public information within the meaning of the DepositorUnited States securities laws concerning the Company and its Affiliates) as it shall from time to time deem appropriate, continue to make its own credit decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the transactions contemplated hereby extent to which it will continue as a lender or other matters relating to such transactions will be performed solely for the benefit assign or otherwise transfer its rights, interests and obligations hereunder.” (dd) Section 13.11 of the Underwriter Credit Agreement is hereby amended to delete the reference to “New York, New York or Los Angeles, California” and shall not be on behalf replace such reference with a reference to “the United States”. (ee) Exhibit B to the Credit Agreement is hereby amended and restated in its entirety in the form of Annex A to this Amendment. (ff) Schedule 1 to the DepositorCredit Agreement is hereby amended and restated in its entirety in the form of Annex B to this Amendment.

No Advisory or Fiduciary Responsibility. The Depositor acknowledges Each of the Company and agrees the Selling Stockholder acknowledge and agree that: (i) the purchase and sale of the Underwritten Certificates Common Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany and the Selling Stockholder, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is Company and the Selling Stockholder are capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company, the Selling Stockholder or its their respective affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company or the Selling Stockholder with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company or the Selling Stockholder on other matters) or and no Underwriter has any other obligation to the Depositor Company or the Selling Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and the Selling Stockholder and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Company and the Selling Stockholder have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company, the Selling Stockholder and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company and the Selling Stockholder hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Company and the Selling Stockholder may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or creditors, employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges If the foregoing is in accordance with your understanding of our agreement, kindly sign and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty return to the Depositor Company the enclosed copies hereof, whereupon this instrument, along with respect all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, XXXXX-XXXXXX CORPORATION By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Treasurer The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. BARCLAYS CAPITAL INC. CITIGROUP GLOBAL MARKETS INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED U.S. BANCORP INVESTMENTS, INC. DEUTSCHE BANK SECURITIES INC. XXXXX FARGO SECURITIES, LLC As Representatives of the Underwriters named in Schedule A hereto. By: Barclays Capital Inc. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director By: Citigroup Global Markets Inc. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Happy Daily Name: Happy Daily Title: Managing Director By: U.S. Bancorp Investments, Inc By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President Barclays Capital Inc. $ 85,000,000 Citigroup Global Markets Inc. $ 85,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 85,000,000 U.S. Bancorp Investments, Inc. $ 85,000,000 Deutsche Bank Securities Inc. $ 45,000,000 Xxxxx Fargo Securities, LLC $ 45,000,000 PNC Capital Markets LLC $ 30,000,000 Mitsubishi UFJ Securities (USA), Inc. $ 10,000,000 Rabo Securities USA, Inc. $ 10,000,000 Scotia Capital (USA) Inc. $ 10,000,000 The Xxxxxxxx Capital Group, L.P. $ 10,000,000 $ 500,000,000 1. None. 1. Free writing prospectus dated June 24, 2015, relating to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the final terms of the offeringNotes. Opinion of Xxxxx Lovells US LLP, external counsel for the Company, to be delivered pursuant to Section 5(c) and not of the Underwriting Agreement. (a) The Company is validly existing as a financial advisor or a fiduciary tocorporation and in good standing as of the date of the Good Standing Certificate under the laws of the State of Delaware. (b) The Company has the corporate power to execute, or an agent of, deliver and perform its obligations under the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, Indenture and the Underwriter shall Agreement and to own, lease and operate its current properties and to conduct its business as described in the Disclosure Package and the Prospectus. (c) (i) The Notes have no responsibility or liability been duly authorized by the Company. (ii) The Notes, when executed, authenticated, issued and delivered in the manner provided for in the Indenture and the Agreement, against payment therefor in accordance with the Agreement, will constitute valid and binding obligations of the Company entitled to the Depositor with respect thereto. Any review by the Underwriter benefits of the Depositor, Indenture and enforceable against the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the DepositorCompany in accordance with their terms.

No Advisory or Fiduciary Responsibility. (a) The Depositor Borrower acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one handagrees, and the Underwriteracknowledges its Subsidiaries’ understanding, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or that no Credit Party will have any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor obligations except the those obligations expressly set forth herein and in this Agreement; (iv) the Underwriter other Loan Documents and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter each Credit Party is acting solely in the capacity of an arm's ’s length contractual counterparty to the Depositor Borrower with respect to the offering of Underwritten Certificates Loan Documents and the transactions contemplated hereby (including in connection with determining the terms of the offering) herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Depositor Borrower or any other person. In additionThe Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Underwriter Borrower acknowledges and agrees that no Credit Party is not advising the Depositor or any other person Borrower as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdiction. The Depositor Borrower shall consult with its own advisors concerning such mattersmatters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Underwriter Credit Parties shall have no responsibility or liability to the Depositor Borrower with respect thereto. (b) The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. Any review In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower, its Subsidiaries and other companies with which the Borrower or any of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the Underwriter holder of the Depositorrights, in its sole discretion. (c) In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its Affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower or any of its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated hereby by the Loan Documents or its other matters relating relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to such other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions will be performed solely for contemplated by the benefit Loan Documents, or to furnish to the Borrower or any of the Underwriter and shall not be on behalf of the Depositorits Subsidiaries, confidential information obtained from other companies.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Units pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Units and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriter, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor and will it not assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor Company on other matters) or any other and the Underwriter does not have an obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges This Agreement supersedes all prior agreements and agrees that understandings (whether written or oral) between the Company and the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorsubject matter hereof.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the DepositorCompany, on the one hand, and the UnderwriterUnderwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company, or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or any other obligation to the Depositor Company except the obligations expressly set forth in this Agreement; (iv) the Underwriter Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary advisory relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. * * * If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and you. Very truly yours, FIRST HORIZON ASSET SECURITIES INC. By: -------------------------------- Name: Alfred Chang Title: Vice President The Depositor acknowledges foregoing Agreement is hereby confirmed and agrees that accepted as of the Underwriter is acting date first above written. BANC OF AMERICA SECURITIES LLC By: ----------------------------- Name: Title: FIRST HORIZON HOME LOAN CORPORATION By: ------------------------------ Name: Terry McCoy Title: Exxxxxxxx Xxce President EXHIBIT A FTRST HORIZON ASSET SECURITIES INC. REMIC MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATES SERIES TERMS AGREEMENT (to Underwriting Agreement, dated [ ], 2000 between the Company and the Underwriter) First Horizon Asset Securities Inc. [ ] 4000 Horizon Way [Date] Irving, Texas 75063 Exxx xx [ ] (xxx "Xxderwriters") severally agrees, subject to the terms and provisions herein and of the captioned Underwriting Agreement (the "Underwriting Agreement"), to purchase such Classes of Series [ ] Certificates specified in Section 2(a) hereof (the "Offered Certificates"). This letter supplements and modifies the Underwriting Agreement solely as it relates to the purchase and sale of the Offered Certificates described below. The Series ______-____ Certificates are registered with the Securities and Exchange Commission by means of an effective Registration Statement (No. 333-__________) Capitalized terms used and not defined herein have the meanings given them in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the DepositorUnderwriting Agreement.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Notes pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Initial Purchasers, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter each Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter no Initial Purchaser has not assumed nor or will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter such Initial Purchaser has advised or is currently advising the Depositor Company on other matters) or any other obligation to the Depositor Company except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Initial Purchasers and its affiliates their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company, and that the Underwriter has several Initial Purchasers have no obligation to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary advisory relationship; and (v) the Underwriter has Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Initial Purchasers, or either of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor duty with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating and the process leading to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositortransactions.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Units pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Units and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriter, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor Company on other matters) or any other and the Underwriter has no obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges This Agreement supersedes all prior agreements and agrees that understandings (whether written or oral) between the Company and the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorsubject matter hereof.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Company and the Partnership acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, the Forward Purchaser and the Forward Seller on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter, Forward Purchaser and the Underwriter Forward Seller is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its Partnership, or their affiliates, stockholdersshareholders, creditors or employees or any other party; (iii) no Underwriter, Forward Purchaser and the Underwriter Forward Seller has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company or the Partnership with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter, Forward Purchaser and the Underwriter Forward Seller has advised or is currently advising the Depositor Company or the Partnership on other matters) or and no Underwriter, Forward Purchaser and the Forward Seller has any other obligation to the Depositor Company or the Partnership with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, the Forward Sale Agreement and any Additional Forward Sale Agreement; (iv) the Underwriter several Underwriters, the Forward Purchaser and its the Forward Seller and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and the Partnership and that the Underwriter has several Underwriters, the Forward Purchaser and the Forward Seller have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters, the Forward Purchaser and the Forward Seller have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Company and the Partnership have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company, the Partnership, the several Underwriters, the Forward Purchaser and the Underwriter Forward Seller or any of them, with respect to the subject matter hereof. The Depositor Company and the Partnership hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Company and the Partnership may have against the Underwriter several Underwriters, the Forward Purchaser and the Forward Seller with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Units pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Units and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. Each Agent, Issuing Bank, Swingline Lender, Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their Affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Depositor acknowledges Loan Parties acknowledge and agrees that: agree that (i) the purchase and sale of Transactions contemplated by the Underwritten Certificates pursuant to this Agreement, Loan Documents (including the determination exercise of the public offering price of the Underwritten Certificates rights and any related discounts remedies hereunder and commissions, is an thereunder) are arm’s-length commercial transaction transactions between the DepositorLenders, on the one hand, and the UnderwriterLoan Parties, on the other handother, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection therewith and with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and thereto, (x) no Lender has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor any Loan Party, its stockholders or its Affiliates with respect to any of the transactions Transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether the Underwriter any Lender has advised or advised, is currently advising the Depositor or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to the Depositor any Loan Party except the obligations expressly set forth in this Agreement; the Loan Documents and (ivy) each Lender is acting solely as principal and not as the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue agent or fiduciary of any advisoryLoan Party, agency its management, stockholders, creditors or fiduciary relationship; any other Person. Each Loan Party acknowledges and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor agrees that it has consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements appropriate and understandings (whether written or oral) between the Depositor and the Underwriter that it is responsible for making its own independent judgment with respect to such transactions and the subject matter hereofprocess leading thereto. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and Each Loan Party agrees that the Underwriter is acting solely in the capacity it will not claim that any Lender has rendered advisory services of an arm's length contractual counterparty any nature or respect, or owes a fiduciary or similar duty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including such Loan Party, in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect process leading thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company, or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, XXXXXX-XXXXXXX-MIDLAND COMPANY By: /s/ X. X. Xxxxx Name: X. X. Xxxxx Title: Group Vice President, Finance and Corporate Controller The Depositor acknowledges foregoing Agreement is hereby confirmed and agrees that accepted as of the Underwriter is acting solely date specified in Schedule I hereto. As representatives of the several underwriters By: BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director By: DEUTSCHE BANK SECURITIES INC. By: /s/ Marc Fratepietro Name: Marc Fratepietro Title: Managing Director By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Managing Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director Underwriting Agreement dated November 28, 2018 Representative(s): Barclays Capital Inc. 000 0xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Syndicate Registration Facsimile: (000) 000-0000 Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Debt Capital Markets Syndicate, with a copy to General Counsel Facsimile: (000) 000-0000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 00 Xxxxxxxxxxx Xxxxx XX 1 050 12 02 Xxx Xxxx, Xxx Xxxx 00000 Attention: High Grade Transaction Management / Legal Closing date and time: December 3, 2018, 9:00 a.m. New York City Time Description of Securities: Title: 3.375% Notes due 2022 4.500% Notes due 2049 Specified currency: U.S. Dollars Aggregate principal amount: $400,000,000 $600,000,000 Stated maturity date: March 15, 2022 March 15, 2049 Purchase price (include accrued interest or amortization, if any): 99.646% 98.070% Offering price (include accrued interest or amortization, if any): 99.896% 98.945% Sinking fund provisions: None None Redemption provisions: As specified in the capacity Prospectus. Change of an arm's length contractual counterparty control provisions: 101% upon events specified in the Prospectus. Other provisions: Interest payment dates: Semi-annually on March 15 and September 15, commencing on March 15, 2019 Record dates: 15 calendar days prior to the Depositor with respect Interest Payment Dates. Method of Payment: Same-day funds Stock exchange listing, if any: None Last day of blackout period pursuant to Section 5(g): First Business Day after the Closing Date Additional procedures to be performed by Ernst & Young LLP, if any: None Underwriter Principal Amount of 2022 Notes Principal Amount of 2049 Notes Barclays Capital Inc. $ 72,000,000 $ 108,000,000 Deutsche Bank Securities Inc. $ 72,000,000 $ 108,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 72,000,000 $ 108,000,000 Citigroup Global Markets Inc. $ 52,000,000 $ 78,000,000 X.X. Xxxxxx Securities LLC $ 52,000,000 $ 78,000,000 BNP Paribas Securities Corp. $ 40,000,000 $ 60,000,000 MUFG Securities Americas Inc. $ 40,000,000 $ 60,000,000 Total $ 400,000,000 $ 600,000,000 Schedule II – 1 Issuer: Xxxxxx-Xxxxxxx-Midland Company Trade Date: November 28, 2018 Settlement Date: December 3, 2018 (T+3) Expected Ratings*: [Intentionally Omitted] Title of Securities: 3.375% Notes due 2022 4.500% Notes due 2049 Principal Amount: $400,000,000 $600,000,000 Maturity Date: March 15, 2022 March 15, 2049 Interest Rate: 3.375% 4.500% Interest Payment Dates: Semi-annually on March 15 and September 15, beginning on March 15, 2019 Semi-annually on March 15 and September 15, beginning on Xxxxx 00, 0000 Xxxxx to Maturity: 3.410% 4.565% Spread to Benchmark Treasury: +58 bps +123 bps Benchmark Treasury: UST 2.875% due November 15, 2021 UST 3.000% due August 15, 2048 Benchmark Treasury Price and Yield: 100-04/2.830% 93-23/3.335% Price to Public: 99.896% 98.945% Aggregate Gross Proceeds to Issuer, before expenses: $399,584,000 $593,670,000 Aggregate Net Proceeds to Issuer, before expenses: $398,584,000 $588,420,000 Redemption Provisions: Make-Whole Call: The Issuer may redeem the 2022 Notes at its option, either in whole at any time or in part from time to time prior to February 15, 2022 (one month prior to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms maturity date of the offering2022 Notes, the “One Month Par Call Date”), at a redemption price equal to the greater of (1) 100% of the principal amount of the 2022 Notes being redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and not as interest that would have been payable if the 2022 Notes being redeemed on that redemption date matured on the One Month Par Call Date (excluding interest accrued to the redemption date), discounted to the redemption date on a financial advisor or semi-annual basis (assuming a fiduciary 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus 10 basis points, plus, in each case, accrued and unpaid interest on the 2022 Notes being redeemed to, or an agent ofbut excluding, the Depositor redemption date. The Issuer may redeem the 2049 Notes at its option, either in whole at any time or any other person. In additionin part from time to time prior to September 15, 2048 (six months prior to the maturity date of the 2049 Notes, the Underwriter is not advising “Six Month Par Call Date”) at a redemption price equal to the Depositor greater of (1) 100% of the principal amount of the 2049 Notes being redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest that would have been payable if the 2049 Notes being redeemed on that redemption date matured on the Six Month Par Call Date (excluding interest accrued to the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus 20 basis points, plus, in each case, accrued and unpaid interest on the 2049 Notes being redeemed to, but excluding, the redemption date. Par Call: The Issuer may also redeem the 2022 Notes at its option, either in whole at any other person as time or in part from time to any legaltime on and after the One Month Par Call Date at a redemption price equal to 100% of the principal amount of the 2022 Notes being redeemed, taxplus accrued and unpaid interest on the 2022 Notes being redeemed to, investmentbut excluding, accounting or regulatory matters in any jurisdictionthe redemption date. The Depositor shall consult with Issuer may also redeem the 2049 Notes at its own advisors concerning such mattersoption, either in whole at any time or in part from time to time on and after the Underwriter shall have no responsibility or liability Six Month Par Call Date at a redemption price equal to the Depositor with respect thereto. Any review by the Underwriter 100% of the Depositorprincipal amount of the 2049 Notes being redeemed, plus accrued and unpaid interest on the 2049 Notes being redeemed to, but excluding, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorredemption date.

No Advisory or Fiduciary Responsibility. (a) The Depositor Borrower acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one handagrees, and the Underwriteracknowledges its Subsidiaries’ understanding, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) that no Credit Party will have any obligations in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor Loan Documents except the those obligations expressly set forth herein and in this Agreement; (iv) the Underwriter other Loan Documents and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter each Credit Party is acting solely in the capacity of an arm's ’s length contractual counterparty to the Depositor Borrower with respect to the offering of Underwritten Certificates Loan Documents and the transactions contemplated hereby (including in connection with determining the terms of the offering) herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor Borrower or any other person in connection with the transactions contemplated hereby. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdiction. The Depositor Borrower shall consult with its own advisors to the extent it deems appropriate concerning such mattersmatters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Underwriter Credit Parties shall have no responsibility or liability to the Depositor Borrower with respect theretoto such matters other than as specifically and expressly set forth in any Loan Document. (b) The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is or may be a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. Any review In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower, its Subsidiaries and other companies with which the Borrower or any of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the Underwriter holder of the Depositorrights, in its sole discretion. (c) In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower or any of its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from any Loan Party by virtue of the transactions contemplated hereby by the Loan Documents or its other matters relating relationships with any Loan Party in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to such other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions will be performed solely for contemplated by the benefit Loan Documents, or to furnish to the Borrower or any of the Underwriter and shall not be on behalf of the Depositorits Subsidiaries, confidential information obtained from other companies.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Company and the Selling Stockholder acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany and the Selling Stockholder, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is Company and the Selling Stockholder are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company, the Selling Stockholder, or its their respective affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company or the Selling Stockholder with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company or the Selling Stockholder on other matters) or and no Underwriter has any other obligation to the Depositor Company or the Selling Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and the Selling Stockholder and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Company and the Selling Stockholder have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company, the Selling Stockholder and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company and the Selling Stockholder hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Company and the Selling Stockholder may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the Depositor, on the one handCompany and Baird, and the Underwriter, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter Baird is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter Baird has not assumed assumed, nor will it assume assume, an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter Baird has advised or is currently advising the Depositor Company on other matters) or any other and Baird has no obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter Baird and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter Baird has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter Baird has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter Baird with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter Baird with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. (a) The Depositor Borrower acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one handagrees, and the Underwriteracknowledges its Subsidiaries’ understanding, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or that no Credit Party will have any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor obligations except the those obligations expressly set forth herein and in this Agreement; (iv) the Underwriter other Loan Documents and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter each Credit Party is acting solely in the capacity of an arm's ’s length contractual counterparty to the Depositor Borrower with respect to the offering of Underwritten Certificates Loan Documents and the transactions contemplated hereby (including in connection with determining the terms of the offering) herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Depositor Borrower or any other person. In additionThe Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Underwriter Borrower acknowledges and agrees that no Credit Party is not advising the Depositor or any other person Borrower as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdiction. The Depositor Borrower shall consult with its own advisors concerning such mattersmatters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Underwriter Credit Parties shall have no responsibility or liability to the Depositor Borrower with respect thereto. (b) The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. Any review In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which it may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the Underwriter holder of the Depositorrights, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorin its sole discretion.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Company and the Selling Shareholder acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany and the Selling Shareholder, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is Company and the Selling Shareholder are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company, the Selling Shareholder or its their respective affiliates, stockholdersshareholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company or the Selling Shareholder with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company or the Selling Shareholder on other matters) or and no Underwriter has any other obligation to the Depositor Company or the Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and the Selling Shareholder and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Company and the Selling Shareholder have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company, the Selling Shareholder and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company and the Selling Shareholder hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Company and the Selling Shareholder may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Each of the Bank and the Depositor acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Notes pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its respective affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor on other matters) or and no Underwriter has any other obligation to the Depositor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its affiliates their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Issuer has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) among or between the Depositor Depositor, the Bank and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor and the Bank, respectively, hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor it may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: that (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is Company are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Company have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, Company and the Underwriter, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this AgreementInvestors; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as placement agent on a principal best efforts basis and is not the a financial advisor, agent advisor or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor and will it not assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the any Underwriter has advised or is currently advising the Depositor Company on other matters) or any other and the Underwriter has no obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipCompany; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releasesUnderwriter, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering contemplated by this Agreement. For elimination of Underwritten Certificates doubt, nothing in this Agreement or contemplated hereby (hereby, including in connection with determining without limitation the terms immediately previous sentence, shall supersede, curtail, limit, terminate, eliminate or invalidate any provision of the offering) and not as a financial advisor or a fiduciary to, or an agent of, letter agreement between the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, Company and the Underwriter shall have no responsibility or liability Underwriter, dated as of February 11, 2019 (the “Engagement Letter”) not related to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for by the benefit Registration Statement and the Prospectus, each of the Underwriter which provisions shall remain in full force and shall not be on behalf of the Depositoreffect.

No Advisory or Fiduciary Responsibility. The Depositor acknowledges Issuer and agrees that: the Selling Shareholder acknowledge and agree that (i) the purchase and sale of the Underwritten Certificates Securities by the Underwriters pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between among the DepositorIssuer, on the one hand, Selling Shareholder and the UnderwriterUnderwriters, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection therewith and with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Issuer or its affiliatesthe Selling Shareholder, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Issuer or the Selling Shareholder with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Issuer or the Selling Shareholder on other matters) or any other obligation to the Depositor Issuer or the Selling Shareholder except the obligations expressly set forth in this Agreement; , (iv) the Underwriter Issuer and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Selling Shareholder have consulted their own legal and that financial advisors to the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; extent they deemed appropriate and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Issuer and the Selling Shareholder have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. The Issuer and the Selling Shareholder agree that they will not claim that any Underwriter has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Issuer or the Selling Shareholder, in connection with such transaction or the process leading thereto. This Agreement supersedes all prior agreements and understandings (whether written or oral) between among the Depositor Issuer, the Selling Shareholder and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by lawprovided, any claims however, that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely nothing in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms this Agreement shall supercede Section 6.20 of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the DepositorPurchase Agreement.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Debentures pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Debentures and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the UnderwriterInitial Purchaser, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter Initial Purchaser has not assumed nor and will it not assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter Initial Purchaser has advised or is currently advising the Depositor Company on other matters) or any other and the Initial Purchaser has no obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter Initial Purchaser and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter Initial Purchaser has no obligation in connection with each transaction contemplated hereby and the process leading to such transaction to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter Initial Purchaser with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter Initial Purchaser with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including duty in connection with determining each transaction contemplated hereby and the process leading to such transaction. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, By: /s/ Rxxx X. Xxxxxx Name: Rxxx X. Xxxxxx Title: Chief Financial Officer and Executive Vice President The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchaser as of the date first above written. BANC OF AMERICA SECURITIES LLC Acting as the Initial Purchaser By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Managing Director Banc of America Securities LLC $155,000,000 $20,000,000 Total $155,000,000 $20,000,000 Information the Initial Purchaser have furnished to the Company for use in the Offering Memorandum: (a) The last sentence of the text on the cover page of the Offering Memorandum, concerning delivery of the Debentures by the Initial Purchaser; and (b) The statements set forth in the ninth and the tenth paragraphs under the caption “Plan of Distribution” in the Offering Memorandum describing short sales and stabilizing transactions. (i) The Purchase Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles. (ii) The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery of the Indenture by the Trustee, will constitute a legally valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles; and the Indenture conforms in all material respects to the description thereof contained in the Offering Memorandum. (iii) The Debentures have been duly authorized by the Company; when the Debentures are executed by the Company, authenticated by the Trustee in accordance with the terms of the offering) Indenture and not issued and delivered to and paid for by the Initial Purchaser pursuant to the Purchase Agreement on the respective Closing Date, such Debentures will constitute legally valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except as a financial advisor enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or a fiduciary to, other similar laws relating to or an agent of, affecting the Depositor rights and remedies of creditors or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, by general equitable principles; and the Underwriter shall have no responsibility or liability Debentures will conform in all material respects to the Depositor with respect thereto. Any review by description thereof contained in the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the DepositorOffering Memorandum.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Units pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Units and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriter, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor or will it not assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or any other and the Underwriter has no obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges This Agreement supersedes all prior agreements and agrees that understandings (whether written or oral) between the Underwriter is acting solely in Company and the capacity of an arm's length contractual counterparty to the Depositor Underwriter, with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorsubject matter hereof.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one handagrees, and the Underwriteracknowledges its Subsidiaries’ understanding, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or that no Credit Party will have any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor obligations except the those obligations expressly set forth herein and in this Agreement; (iv) the Underwriter other Loan Documents and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter each Credit Party is acting solely in the capacity of an arm's ’s length contractual counterparty to the Depositor Company with respect to the offering of Underwritten Certificates Loan Documents and the transaction contemplated hereby (including in connection with determining the terms of the offering) therein and not as a financial advisor or a fiduciary to, or an agent of, the Depositor Company or any other person. In additionThe Company agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Underwriter Company acknowledges and agrees that no Credit Party is not advising the Depositor or any other person Company as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdictionjurisdiction in connection with this Agreement, the other Loan Documents and the credit facilities evidenced hereby. The Depositor Company shall consult with its own advisors concerning such mattersmatters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter Credit Parties shall have no responsibility or liability to the Depositor Company with respect thereto. Any review The Company further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Company, its Subsidiaries and other companies with which the Company or any of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the Underwriter holder of the Depositorrights, in its sole discretion. In addition, the Company acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Company or any of its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use Information obtained from the Company by virtue of the transactions contemplated hereby by the Loan Documents or its other matters relating relationships with the Company in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such Information to such other companies. The Company also acknowledges that no Credit Party has any obligation to use in connection with the transactions will be performed solely for contemplated by the benefit Loan Documents, or to furnish to the Company or any of the Underwriter and shall not be on behalf of the Depositorits Subsidiaries, confidential information obtained from other companies.

No Advisory or Fiduciary Responsibility. The Depositor acknowledges Corporation and agrees the Selling Shareholder acknowledge and agree that: (ia) the purchase and sale of the Underwritten Certificates Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissionsPurchase Price, is an arm’s-arm’s length commercial transaction between the DepositorSelling Shareholder, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions other; (b) each of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter Underwriters is and has been acting solely as a principal and is not the financial advisor, as an agent or fiduciary of the Depositor Corporation or its affiliates, stockholders, creditors or employees or any other partythe Selling Shareholder; (iiic) the no Underwriter has not assumed nor will it assume an advisory, agency advisory or fiduciary responsibility in favor favour of the Depositor Corporation or the Selling Shareholder with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently concurrently advising the Depositor Corporation on other matters) or any other obligation to the Depositor Corporation or the Selling Shareholder except the obligations expressly set forth in this Agreement; (ivd) the Underwriter and its affiliates may be engaged in a broad range engagement by the Selling Shareholder of transactions that involve interests that differ from those each of the Depositor Underwriters in connection with the offering and that sale of the Underwriter has no obligation Offered Shares and the process leading up to disclose the offering and sale thereof is as independent contractors and not in any of such interests by virtue of any advisory, agency or fiduciary relationshipother capacity; and (ve) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby Offering and the Depositor Corporation and the Selling Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements Furthermore, the Selling Shareholder agrees that it is solely responsible for making its own judgments in connection with the offering and understandings (whether written sale of the Offered Shares and no Underwriter has any obligation to the Corporation or oral) between the Depositor and the Underwriter Selling Shareholder with respect to the subject matter hereof. The Depositor hereby waives and releases, to Offering except the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely obligations expressly set forth in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorthis Agreement.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Transaction Entities acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorTransaction Entities, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is Transaction Entities are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Transaction Entities or its their respective affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Transaction Entities with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Transaction Entities on other matters) or and no Underwriter has any other obligation to the Depositor Transaction Entities with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Transaction Entities and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Transaction Entities have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. The Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Transaction Entities. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Transaction Entities and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Transaction Entities hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Transaction Entities may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including duty in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorby this Agreement.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. (a) The Depositor Borrower acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one handagrees, and the Underwriteracknowledges its Subsidiaries’ understanding, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or that no Credit Party will have any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor obligations except the those obligations expressly set forth herein and in this Agreement; (iv) the Underwriter other Loan Documents and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter each Credit Party is acting solely in the capacity of an arm's ’s length contractual counterparty to the Depositor Borrower with respect to the offering of Underwritten Certificates Loan Documents and the transactions contemplated hereby (including in connection with determining the terms of the offering) herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Depositor Borrower or any other person. In additionThe Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Underwriter Borrower acknowledges and agrees that no Credit Party is not advising the Depositor or any other person Borrower as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdiction. The Depositor Borrower shall consult with its own advisors concerning such mattersmatters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Underwriter Credit Parties shall have no responsibility or liability to the Depositor Borrower with respect thereto. (b) The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. Any review In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which it may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the Underwriter holder of the Depositorrights, in its sole discretion. (c) In addition, the transactions contemplated hereby Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other matters relating services (including financial advisory services) to such other companies in respect of which the Borrower or its Subsidiaries may have conflicting interests regarding the transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.described herein and

No Advisory or Fiduciary Responsibility. The Depositor Each Borrower acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one handagrees, and the Underwriteracknowledges its Subsidiaries’ understanding, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or that no Credit Party will have any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor obligations hereunder except the those obligations expressly set forth herein and in this Agreement; (iv) the Underwriter other Loan Documents and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter each Credit Party is acting solely in the capacity of an arm's ’s length contractual counterparty to the Depositor such Borrower with respect to the offering of Underwritten Certificates Loan Documents and the transaction contemplated hereby (including in connection with determining the terms of the offering) therein and not as a financial advisor or a fiduciary to, or an agent of, the Depositor such Borrower or any other person. In additionEach Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Underwriter each Borrower acknowledges and agrees that no Credit Party is not advising the Depositor or any other person such Borrower as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdiction. The Depositor Each Borrower shall consult with its own advisors concerning such mattersmatters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter Credit Parties shall have no responsibility or liability to the Depositor any Borrower with respect thereto. Any review Each Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, such Borrower, its Subsidiaries and other companies with which such Borrower or any of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the Underwriter holder of the Depositorrights, in its sole discretion. In addition, each Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which such Borrower or any of its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated hereby by the Loan Documents or its other matters relating relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to such transactions will be performed solely for the benefit Borrower or any of the Underwriter and shall not be on behalf of the Depositorits Subsidiaries, confidential information obtained from other companies.

No Advisory or Fiduciary Responsibility. The Depositor Each Borrower acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one handagrees, and the Underwriteracknowledges its Subsidiaries’ understanding, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) that no Credit Party will have any obligations in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor Loan Documents except the those obligations expressly set forth herein and in this Agreement; (iv) the Underwriter other Loan Documents and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter each Credit Party is acting solely in the capacity of an arm's ’s length contractual counterparty to the Depositor such Borrower with respect to the offering of Underwritten Certificates Loan Documents and the transaction contemplated hereby (including in connection with determining the terms of the offering) therein and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor such Borrower or any other person in connection with the transactions contemplated hereby. Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, each Borrower acknowledges and agrees that no Credit Party is advising such Borrower as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdiction. The Depositor Each Borrower shall consult with its own advisors to the extent it deems appropriate concerning such mattersmatters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter Credit Parties shall have no responsibility or liability to the Depositor any Borrower with respect thereto. Any review Each Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, such Borrower, its Subsidiaries and other companies with which such Borrower or any of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the Underwriter holder of the Depositorrights, in its sole discretion. In addition, each Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which such Borrower or any of its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from such Borrower by virtue of the transactions contemplated hereby by the Loan Documents or its other matters relating relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to such transactions will be performed solely for the benefit Borrower or any of the Underwriter and shall not be on behalf of the Depositorits Subsidiaries, confidential information obtained from other companies.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company, or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, AXXXXX-XXXXXXX-MIDLAND COMPANY By: Name: Title: The Depositor acknowledges foregoing Agreement is hereby confirmed and agrees that accepted as of the Underwriter is acting solely date specified in Schedule I hereto. [NAMES OF REPRESENTATIVES] BY: • By: Name: Title: For themselves and the capacity of an arm's length contractual counterparty other several Underwriters, if any, named in Schedule II to the Depositor with respect foregoing Agreement. Underwriting Agreement dated •, • Representative(s): •. Closing date and time: •, •, • a.m. Chicago Time Description of Securities: Title: • Specified Currency: U.S. dollars Aggregate principal amount: $• Stated maturity date: •, • Purchase price (include accrued interest or amortization, if any): •% Sinking fund provisions: None Redemption provisions: • Other provisions: Interest Payment Dates: • Record Dates: • Method of Payment: Same-day funds Stock exchange listing, if any: None Last Day of Blackout Period Pursuant to Section 5(g): First Business Day after the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as Closing Date Additional procedures to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the by Ernst & Young L.L.P., if any: None Underwriter and shall not be Debentures Total $• Filed Pursuant to Rule 433 Registration No. 333- Dated •,• Issuer: Axxxxx-Xxxxxxx-Midland Company Ratings: Format: SEC Registered Ranking: Senior Unsecured Size: $ Trade Date: Settlement Date: Final Maturity: Interest Payment Dates: Semi-annually on behalf of the Depositor.First Interest Payment Date: Pricing Benchmark: UST Spot (PX/Yield): Spread to Benchmark: Yield to Maturity: Coupon: Price to Public: Underwriters’ Commission: Proceeds to Issuer: Day Count: 30/360 Optional Redemption: Minimum Denominations: Bookrunners: Joint Lead Managers: Co-managers: Cusip: