Common use of No Advisory or Fiduciary Responsibility Clause in Contracts

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (v) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated hereby; and (vi) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, Company and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction the offer and sale of the Securities as contemplated hereby and the process leading to such transactionoffer and sale, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Company or their respective its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any the offer and sale of the transactions Securities as contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose to the Company any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, Company and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Guarantors, and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the (a) The Company and the Significant Guarantors acknowledges each Guarantor acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantorssuch Guarantor, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors such Guarantor are capable of evaluating and understanding and understand and 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or any of their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors such Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors such Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors such Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and each Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Company or such Guarantor may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Company or their respective its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges Operating Partnership acknowledge and agrees agree, jointly and severally, that: (i) the purchase and sale of the Securities and Securities Guarantees Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsOperating Partnership, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Operating Partnership are capable of evaluating and understanding and understand and 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Operating Partnership or their respective affiliates, stockholders, creditors creditors, limited or general partners, or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Operating Partnership with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Operating Partnership on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Operating Partnership with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Operating Partnership and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Operating Partnership have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Operating Partnership and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Operating Partnership hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Operating Partnership may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Company or their respective its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. (a) Each of the Company and the Significant Guarantors acknowledges and agrees that: hereby (i) acknowledges that the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersUnderwriters and any affiliate through which any of them may be acting, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and acknowledges that the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not the financial advisor, as agent or fiduciary of the CompanyCompany or the Guarantors, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor acknowledges that the Company’s engagement of the Company or Underwriters in connection with the Guarantors with respect to any of the transactions contemplated hereby or offering and the process leading thereto up to the offering is as independent contractors and not in any other capacity, (iv) agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether such Underwriter any of the Underwriters has advised or is currently advising the Company or any of the Guarantors on related or other matters); and (v) and neither agrees that it will not claim that the Company nor the Guarantors shall make Underwriters have rendered advisory services of any claim relating thereto; (iv) no Underwriter has any obligation nature or respect, or owe an agency, fiduciary or similar duty to the Company or any Guarantor, in connection with such transaction or the process leading thereto. Each of the Company and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; further acknowledge that (vi) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viii) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Underwriter acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Offered Certificates pursuant to this Agreement, including the determination of the public offering price of the Securities Offered Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsUnderwriter, on the one hand, and the several UnderwritersUnderwriter, on the other hand, and the Company and the Guarantors Underwriter are capable of evaluating and understanding and understand and 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, each transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Underwriter or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no the Underwriter has not assumed or will not assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Underwriter with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising the Company or the Guarantors Underwriter on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or the Guarantors with respect to the offering contemplated hereby Underwriter except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Underwriter and their its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Underwriter and that the several Underwriters have Underwriter has no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Underwriter have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriter, or any of them, with respect to the subject matter hereof. The Company and the Underwriter hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Underwriter may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Units pursuant to this Agreement, including the determination of the public offering price of the Securities Units and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company and the GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Company or their respective its affiliates, stockholdersshareholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Company or their any of its respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they the Company deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each The Administrative Agent, the Collateral Agent, the Paying Agent, the Calculation Agent, the Diligence Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the Company “Lenders Parties”), may have economic interests that conflict with those of Blackstone, the Relevant Parties, their equityholders and/or their Affiliates. Blackstone and each Relevant Party agrees that nothing in the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant Loan Documents or otherwise will be deemed to this Agreementcreate an advisory, including the determination of the public offering price of the Securities and fiduciary or agency relationship or fiduciary or other implied duty between any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsLender Party, on the one hand, and the several UnderwritersBlackstone or such Relevant Party, its equityholders or its Affiliates, on the other hand, other. Blackstone and the Company Relevant Parties acknowledge and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of agree that (i) the transactions contemplated by this Agreement; the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lender Parties, on the one hand, and Blackstone and the Relevant Parties, on the other, and (ii) in connection therewith and with each transaction contemplated hereby and the process leading to such transactionthereto, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iiix) no Underwriter Lender Party has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company Blackstone or the Guarantors any Relevant Party, its equityholders or its Affiliates with respect to any of the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether such Underwriter any Lender Party has advised or advised, is currently advising the Company or the Guarantors will advise Blackstone, any Relevant Party, its equityholders or its Affiliates on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company Blackstone or the Guarantors with respect to the offering contemplated hereby any Relevant Party except the obligations expressly set forth in this Agreement; the Loan Documents and (vy) each Lender Party is acting solely as principal and not as the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency agent or fiduciary relationship in connection with the transactions contemplated hereby; of Blackstone or any Relevant Party, its management, equityholders, creditors or any other Person. Blackstone and (vi) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby each Relevant Party acknowledges and the Company agrees that it has consulted its own legal and the Guarantors have consulted their own legal, accounting, regulatory and tax financial advisors to the extent they it deemed appropriateappropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Blackstone and each Relevant Party agrees that it will not claim that any Lender Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Blackstone or such Relevant Party, in connection with such transaction or the process leading thereto.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Obligors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsObligors, on the one hand, and the several Underwriters, on the other hand, and each of the Company and the Guarantors are Obligors is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors any Obligor or their respective its affiliates, stockholdersequityholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or the Guarantors any Obligor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors any Obligor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or the Guarantors any Obligor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Obligors, and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisoryfiduciary, agency or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors Obligors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Obligors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Obligors hereby waive and release, to the fullest extent permitted by law, any claims that they may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Notes pursuant to this Agreement, including the determination of the initial public offering price of the Securities Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept 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 is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Company or their respective its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Obligors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsObligors, on the one hand, and the several Underwriters, on the other hand, and each of the Company and the Guarantors are Obligors is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors any Obligor or their respective its affiliates, stockholdersequityholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or the Guarantors any Obligor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors any Obligor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or the Guarantors any Obligor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Obligors, and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisoryfiduciary, agency or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors Obligors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Obligors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Obligors hereby waive and release, to the fullest extent permitted by law, any claims that the they may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Selling Stockholders acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsSelling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Selling Stockholders are capable of evaluating and understanding and understand and 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Selling Stockholders or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Selling Stockholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Selling Stockholders on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Selling Stockholders and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Selling Stockholders and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Selling Stockholders hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Selling Stockholders may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges Operating Partnership acknowledge and agrees agree, jointly and severally, that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsOperating Partnership, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Operating Partnership are capable of evaluating and understanding and understand and 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Operating Partnership or their respective affiliates, stockholders, creditors creditors, limited or general partners, or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Operating Partnership with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Operating Partnership on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Operating Partnership with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Operating Partnership and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Operating Partnership have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Operating Partnership and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Operating Partnership hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Operating Partnership may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Initial Guarantor acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsInitial Guarantor, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors Initial Guarantor are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Initial Guarantor or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or the Guarantors Initial Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors Initial Guarantor on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby Initial Guarantor except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Initial Guarantor and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Initial Guarantor have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Initial Guarantor and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Initial Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Initial Guarantor may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors each Initial Guarantor acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Initial Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Initial Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Initial Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or the Initial Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Initial Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Initial Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Initial Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Initial Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Initial Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Initial Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Initial Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges each Guarantor acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantorseach Guarantor, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors each Guarantor are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or any of their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors any Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors any Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter Initial Purchaser has any obligation to the Company or the Guarantors any Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and each Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Company or any Guarantor may have against the several Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Selling Stockholders acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsSelling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Selling Stockholders are capable of evaluating and understanding and understand and 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Selling Stockholders or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Selling Stockholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Selling Stockholders on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Selling Stockholders and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Selling Stockholders and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Selling Stockholders hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Selling Stockholders may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: that (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Company or their respective its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Company or their respective any of its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Transaction Entities acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsTransaction Entities, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Transaction Entities are capable of evaluating and understanding and understand and 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Transaction Entities or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Transaction Entities with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Transaction Entities on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Transaction Entities with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Transaction Entities and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Transaction Entities have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Transaction Entities and the several Underwriters, or any of them, with respect to the subject matter hereof. The Transaction Entities hereby waive and release, to the fullest extent permitted by law, any claims that the Transaction Entities may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty in connection with the transactions contemplated by this Agreement.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges Guarantor acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsGuarantor, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Guarantor are capable of evaluating and understanding and understand and 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, Company or the Guarantors Guarantor or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Guarantor and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Guarantor have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantor and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Company or the Guarantor may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges Selling Shareholders acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantorseach Selling Shareholder, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are each Selling Shareholder is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the CompanyCompany or its Subsidiaries, the Guarantors or their respective affiliates, stockholders, creditors or employees employees, the Selling Shareholders, or any other party; (iii) no Underwriter has assumed or assumed, and will assume not assume, an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors any Selling Shareholder with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors any Selling Shareholder on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors any Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters each Underwriter and their its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Selling Shareholders and that the several Underwriters have no Underwriter has any obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have each Selling Shareholder has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Selling Shareholders, on one hand, and the Underwriters, on the other hand, with respect to the subject matter hereof. The Company and each Selling Shareholder hereby waives and releases, to the fullest extent permitted by law, any claims that the Company or such Selling Shareholder may have against any Underwriter with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Company or their respective any of its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges Operating Partnership acknowledge and agrees agree, jointly and severally, that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissionsdiscounts, is an arm’s-length commercial transaction between the Company and the GuarantorsOperating Partnership, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Operating Partnership are capable of evaluating and understanding and understand and 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Operating Partnership or their respective affiliates, stockholders, creditors creditors, limited or general partners, or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Operating Partnership with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Operating Partnership on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Operating Partnership with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Operating Partnership and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Operating Partnership have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Operating Partnership and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Operating Partnership hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Operating Partnership may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Initial Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Initial Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Initial Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Initial Guarantors or their respective affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Initial Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Initial Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Initial Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Initial Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Initial Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Initial Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter of this Section 20. The Company and the Initial Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Initial Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty with respect to the transactions contemplated by this Agreement.

No Advisory or Fiduciary Responsibility. Each of the (a) The Company and the Significant Guarantors acknowledges each Notes Guarantor acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantorseach Notes Guarantor, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are each Notes Guarantor is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Notes Guarantors or any of their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors any Notes Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors any Notes Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors any Notes Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Notes Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Notes Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Notes Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and each Notes Guarantor hereby waives and releases, to the fullest extent permitted by law, any claims that the Company or any Notes Guarantor may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Company or their respective its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any alleged breach of agency or fiduciary duty in connection with any of the transactions contemplated hereby or the process leading thereto.

No Advisory or Fiduciary Responsibility. Each of the Company The Issuer and the Significant Guarantors each Guarantor acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Issuer and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company Issuer and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, Issuer and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or Issuer and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or Issuer and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or Issuer and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Issuer and the Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company Issuer and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Issuer and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Issuer and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty in connection with the Securities.

No Advisory or Fiduciary Responsibility. Each of the (a) The Company and the Significant Guarantors acknowledges each Notes Guarantor acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantorseach Notes Guarantor, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors each Notes Guarantor are capable of evaluating and understanding and understand and 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Notes Guarantors or any of their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors any Notes Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors any Notes Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors any Notes Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Notes Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Notes Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Notes Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and each Notes Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Company or any Notes Guarantor may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company Issuers and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Issuers and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company Issuers and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, Issuers and the Guarantors or their respective affiliates, stockholdersequityholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or Issuers and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or Issuers and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or Issuers and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Issuers and the Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company Issuers and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Issuers and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Issuers and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Transaction Entities acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsTransaction Entities, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Transaction Entities are capable of evaluating and understanding and understand and 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Transaction Entities or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Transaction Entities with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Transaction Entities on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Transaction Entities with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Transaction Entities and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Transaction Entities have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Transaction Entities and the several Underwriters, or any of them, with respect to the subject matter hereof. The Transaction Entities hereby waive and release, to the fullest extent permitted by law, any claims that the Transaction Entities may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty in connection with the transactions contemplated by this Agreement.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Guarantor acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsGuarantor, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Guarantor are capable of evaluating and understanding and understand and 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Guarantor or their respective affiliates, stockholdersshareholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Guarantor and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Guarantor have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantor and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantor may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty with respect to the transactions contemplated by this Agreement.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Initial Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Initial Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Initial Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Initial Guarantors or their respective affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Initial Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Initial Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Initial Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Initial Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Initial Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Initial Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter of this Section 19. The Company and the Initial Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Initial Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty with respect to the transactions contemplated by this Agreement.

No Advisory or Fiduciary Responsibility. Each of the Company The Issuer and the Significant Guarantors acknowledges Guarantor acknowledge and agrees that: agree that (i) the purchase and sale issuance of the Securities and Securities Guarantees by the Underwriters pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the Company Issuer and the GuarantorsGuarantor, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the CompanyIssuer or the Guarantor, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company Issuer or the Guarantors Guarantor with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Issuer on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company Issuer or the Guarantors with respect to the offering contemplated hereby Guarantor except the obligations expressly set forth in this Agreement; , (iv) the Issuer and the Guarantor have consulted their own legal and financial advisors to the extent they deemed appropriate and (v) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated hereby; and (vi) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Issuer and the Guarantors Guarantor have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Issuer and the Guarantor 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 Guarantor, in connection with such transaction or the process leading thereto. This Agreement supersedes all prior agreements and understandings (whether written or oral) among the Issuer, the Guarantor and the several Underwriters, or any of them, with respect to the subject matter hereof.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, Company and the Guarantors or their respective affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior agreements, understandings and negotiations (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors The Depositor acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Securities Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsDepositor, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are Depositor is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Depositor or their respective its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Depositor on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or the Guarantors with respect to the offering contemplated hereby Depositor except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Depositor and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have Depositor has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the 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 several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the 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, no Underwriter is 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 Underwriters shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriters of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor

No Advisory or Fiduciary Responsibility. Each of the Company Issuers and the Significant Guarantors Escrow Guarantor acknowledges and agrees and, upon execution and delivery of the Joinder Agreement, each of the Surviving Issuers and each Guarantor will acknowledge and agree that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors are capable of evaluating and understanding and understand and 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, each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the CompanyIssuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (v) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (vi) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby Offering, and the Company Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors, on the one hand, and the several Initial Purchasers, or any of them, on the other hand with respect to the Offering. The Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Issuers, the Escrow Guarantor, the Surviving Issuers or the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty in connection with the purchase and sale of the Securities pursuant to this Agreement.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Selling Stockholders acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsSelling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Selling Stockholders are capable of evaluating and understanding understanding, and understand and accept 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, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Selling Stockholders or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Selling Stockholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Selling Stockholders on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Selling Stockholders and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Selling Stockholders and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Selling Stockholders hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Selling Stockholders may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty with respect to the transactions contemplated by this Agreement.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions transaction contemplated by this Agreement; (ii) in connection with each the transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions transaction contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Transaction Entities acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company and the GuarantorsTransaction Entities, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Transaction Entities are capable of evaluating and understanding and understand and 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Transaction Entities or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Transaction Entities with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Transaction Entities on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Transaction Entities with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Transaction Entities and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Transaction Entities have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Transaction Entities and the several Underwriters, or any of them, with respect to the subject matter hereof. The Transaction Entities hereby waive and release, to the fullest extent permitted by law, any claims that the Transaction Entities may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty in connection with the transactions contemplated by this Agreement.

No Advisory or Fiduciary Responsibility. Each of the (a) The Company and the Significant Guarantors acknowledges each Guarantor acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantorssuch Guarantor, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors such Guarantor are capable of evaluating and understanding and understand and 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or any of their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors such Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors such Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors such Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and each Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Company or such Guarantor may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company The Issuers and the Significant Guarantors acknowledges each Guarantor acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Issuers and the Guarantorssuch Guarantor, on the one hand, and the several Underwriters, on the other hand, and the Company Issuers and the Guarantors such Guarantor are capable of evaluating and understanding and understand and 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, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the CompanyIssuers, the Guarantors or any of their respective affiliates, partners, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company Issuers or the Guarantors such Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Issuers or the Guarantors such Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company Issuers or the Guarantors such Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Issuers and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Issuers and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuers, the Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Issuers and each Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Issuers or such Guarantor may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors each Guarantor acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty with respect to the subject matter hereof.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Offered Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated hereby; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges Guarantor acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsGuarantor, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors Guarantor are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, Company or the Guarantors Guarantor or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter Initial Purchaser has any obligation to the Company or the Guarantors Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Guarantor and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Guarantor have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantor and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Company or the Guarantor may have against the several Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty with respect to the subject matter hereof.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Selling Stockholders acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees securities pursuant to this Agreement, including the determination of the public offering price of the Securities Common Stock and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsSelling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Selling Stockholders are capable of evaluating and understanding and understand and 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Selling Stockholders or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Selling Stockholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Selling Stockholders on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Selling Stockholders and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. Except as set forth in Section 19, this Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Selling Stockholders and the several Underwriters, or any of them, with respect to the subject matter hereof (except for agreements relating to expenses paid by the Company on behalf of the Selling Stockholders). The Company and the Selling Stockholders hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Selling Stockholders may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty in connection with the purchase and sale of the Securities pursuant to this Agreement.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors each Guarantor acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors any Guarantor or any of their respective affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or the Guarantors any Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors any Guarantor on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or the Guarantors with respect to the offering contemplated hereby any Guarantor except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company The Issuer and the Significant Guarantors acknowledges each Guarantor acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Issuer and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company Issuer and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, Issuer and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or Issuer and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or Issuer and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or Issuer and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Issuer and the Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company Issuer and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Issuer and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Issuer and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors First Horizon Home Loan Corporation acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Certificates pursuant to this Agreement and any Terms Agreement, including the determination of the public offering price of the Securities Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsFirst Horizon Home Loan Corporation, on the one hand, and the several Underwriters, on the other hand, and each of the Company and the Guarantors are First Horizon Home Loan Corporation is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement and any Terms Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors First Horizon Home Loan Corporation or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors First Horizon Home Loan Corporation with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors First Horizon Home Loan Corporation on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors First Horizon Home Loan Corporation with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement and any Terms Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors First Horizon Home Loan Corporation and that the several Underwriters have each Underwriter has no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Guarantors have First Horizon Home Loan Corporation has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Notes pursuant to this Agreement, including the determination of the public offering price of the Securities Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors any Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors any Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter Initial Purchaser has any obligation to the Company or the Guarantors any Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) among the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. Each of the Company and the Guarantors hereby waives and releases, to the fullest extent permitted by law, any claims that the Company or any Guarantor may have against the several Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Company or their respective any of its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges Selling Stockholders acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees Common Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Common Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsSelling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Selling Stockholders are capable of evaluating and understanding and understand and 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Selling Stockholders or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Selling Stockholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Selling Stockholders on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Selling Stockholders and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Selling Stockholders and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Selling Stockholders hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Selling Stockholders may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholdersshareholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or either of the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors either Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty with respect to the transactions contemplated by this Agreement.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges each Guarantor acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantorssuch Guarantor, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors such Guarantor are capable of evaluating and understanding and understand and 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or any of their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors such Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors such Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors such Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and each Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Company or such Guarantor may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and the Guarantors or their respective affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Underwritten Securities and Securities Guarantees pursuant to this the applicable Terms Agreement, including the determination of the public offering price of the such Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this such Terms Agreement; (ii) in connection with each transaction contemplated hereby by this Underwriting Agreement and the applicable Terms Agreement and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Company or any Guarantor or any of their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors any Guarantor or any of their respective affiliates with respect to any of the transactions contemplated hereby by this Underwriting Agreement and the applicable Terms Agreement or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors any Guarantor or any of their respective affiliates on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors any Guarantor or any of their respective affiliates with respect to the offering contemplated hereby by this Underwriting Agreement and the applicable Terms Agreement except the obligations expressly set forth in this such Terms Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and Company, the Guarantors and their respective affiliates and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice advise with respect to the offering contemplated hereby by this Underwriting Agreement and the applicable Terms Agreement and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Underwriting Agreement and the applicable Terms Agreement supersede all prior agreements and understandings (whether written or oral) among the Company, the Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof and thereof. Each of the Company and the Guarantors hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors each Subsidiary Guarantor acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantorseach Subsidiary Guarantor, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are each Subsidiary Guarantor is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction the offer and sale of the Securities as contemplated hereby and the process leading to such transactionoffer and sale, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Company or their respective its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors any Subsidiary Guarantor with respect to any the offer and sale of the transactions Securities as contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors any Subsidiary Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Subsidiary Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose to the Company or the Subsidiary Guarantors any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have each Subsidiary Guarantor has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Subsidiary Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and each Subsidiary Guarantor hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors any Guarantor or any of their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or the Guarantors any Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors any Guarantor on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or the Guarantors with respect to the offering contemplated hereby any Guarantor except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and each of the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company or any Guarantor may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other partyaffiliated party of the Company or the Guarantors; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter Initial Purchaser has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty with respect to the offering contemplated hereby. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, CXXXXX US, INC. By /s/ Txxxx X. Xxxxx Title: Senior Vice President and Chief Financial Officer CXXXXX INDUSTRIES, LTD. By /s/ Txxxx X. Xxxxx Title: Senior Vice President and Chief Financial Officer CXXXXX B-LINE, INC. By /s/ Sxxxxxx X. Xxxx Title: Treasurer CXXXXX BUSSMANN, INC. By /s/ Axxx X. Xxxx Title: Treasurer CXXXXX CXXXXX-XXXXX, LLC By /s/ Axxx X. Xxxx Title: Treasurer CXXXXX LIGHTING, INC. By /s/ Axxx X. Xxxx Title: Treasurer CXXXXX POWER SYSTEMS, INC. By /s/ Axxx X. Xxxx Title: Treasurer CXXXXX WIRING DEVICES, INC. By /s/ Axxx X. Xxxx Title: Treasurer Accepted: November 3, 2000 XXXX XX XXXXXXX SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. For themselves and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. By: CITIGROUP GLOBAL MARKETS INC. By: /s/ (illegible) Authorized Signatory Schedule 1 Initial Purchaser Principal Amount Banc of America Securities LLC $ 110,500,000 Citigroup Global Markets Inc. 110,500,000 Deutsche Bank Securities Inc. 13,000,000 Greenwich Capital Markets, Inc. 13,000,000 J.X. Xxxxxx Securities Inc. 13,000,000 Lxxxxx Brothers Inc. 13,000,000 PNC Capital Markets, Inc. 13,000,000 UBS Securities LLC 13,000,000 Wachovia Securities, LLC 13,000,000 Wxxxxxxx Capital Group, L.P. 13,000,000 TOTAL $ 325,000,000 Schedule 2 Subsidiary Guarantors Cxxxxx B-Line, Inc. Cxxxxx Bussmann, Inc. Cooper Cxxxxx-Xxxxx, LLC Cxxxxx Lighting, Inc. Cooper Power Systems, Inc. Cxxxxx Wiring Devices, Inc. ANNEX A Restrictions on Offers and Sales Outside the United States In connection with offers and sales of Securities or the Guarantees outside the United States:

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, Company and the Guarantors or their respective affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the (a) The Company and the Significant Guarantors acknowledges Selling Stockholders acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-arm’s length commercial transaction between the Company and the GuarantorsSelling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are each Selling Stockholder is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors any Selling Stockholder or any of their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors any Selling Stockholder with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors any Selling Stockholder on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors any Selling Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and or the Guarantors Selling Stockholders and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have each Selling Stockholder has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Selling Shareholder acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsSelling Shareholder, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Selling Shareholder are capable of evaluating and understanding and understand and 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Selling Shareholder or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors Selling Shareholder with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or and the Guarantors Selling Shareholder on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby Selling Shareholder except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Selling Shareholders and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Selling Shareholder have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company and the Selling Shareholder hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Selling Shareholder may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or of fiduciary of the Company, the Guarantors Company or their respective its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any an advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach of alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. [Signatures appear on next page] 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/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President-Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: VP BY: X.X. XXXXXX SECURITIES INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Underwriting Agreement dated May 28, 2008 Representative(s): Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: General Counsel Fax: (000) 000-0000

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersPurchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or the Guarantors any Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Purchaser has advised or is currently advising the Company or the Guarantors any Guarantor on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: that (i) the purchase and sale of the Securities and Securities Guarantees Notes pursuant to this Agreement, including the determination of the public offering price of the Securities Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Guarantors, and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company Issuers and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company Issuers and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company Issuers and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the CompanyIssuers, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company Issuers or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or Issuers and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or Issuers and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Issuers and the Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Issuers and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate; and (y) it will not claim that the Initial Purchasers, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Issuers, in connection with the transactions contemplated hereby or the process leading thereto. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuers, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Issuers and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Issuers and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Partnership acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsCompany, on the one hand, and the several Underwriters, the Forward Purchaser and the Forward Seller on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept 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 transactiontransaction each Underwriter, each Underwriter Forward Purchaser and the Forward Seller is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the CompanyCompany or Partnership, the Guarantors or their respective affiliates, stockholdersshareholders, creditors or employees or any other party; (iii) no Underwriter Underwriter, Forward Purchaser and the Forward Seller has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Partnership with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Underwriter, Forward Purchaser and the Forward Seller has advised or is currently advising the Company or the Guarantors Partnership on other matters) and neither no Underwriter, Forward Purchaser and the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter Forward Seller has any obligation to the Company or the Guarantors 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; (viv) the several Underwriters Underwriters, the Forward Purchaser and the Forward Seller and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Partnership and that the several Underwriters Underwriters, the Forward Purchaser and the Forward Seller have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters 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 Company and the Guarantors Partnership have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Partnership, the several Underwriters, the Forward Purchaser and the Forward Seller or any of them, with respect to the subject matter hereof. The Company and the Partnership hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Partnership may have against the several Underwriters, the Forward Purchaser and the Forward Seller with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Subsidiary Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Debentures pursuant to this Agreement, including the determination of the public offering price of the Securities Debentures and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company and the Subsidiary Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Subsidiary Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Subsidiary Guarantors or their respective affiliates, stockholdersshareholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Subsidiary Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Subsidiary Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Subsidiary Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Subsidiary Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Subsidiary Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Subsidiary Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Subsidiary Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Subsidiary Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges each Notes Guarantor acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsNotes Guarantor, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are Notes Guarantor is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, Company and the Guarantors Notes Guarantor or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or and the Guarantors Notes Guarantor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors Notes Guarantor on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter Initial Purchaser has any obligation to the Company or the Guarantors Notes Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Notes Guarantor and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Notes Guarantor have consulted their own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) among the Company, the Notes Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Notes Guarantors hereby waive and release, to the fullest extent permitted by law, any claims in connection with issue and sale of the Notes that the Company and the Notes Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Offered Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Company or their respective its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understanding (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. DELAYED DELIVERY CONTRACT ______________, 199__ Dear Sirs and Mesdames: The undersigned hereby agrees to purchase from Belo Corp., a Delaware corporation (the “Company”), and the Company agrees to sell to the undersigned the Company’s securities described in Schedule A- annexed hereto (the “Securities”), offered by the Company’s Prospectus dated June 3, 1997 and Prospectus Supplement dated , 19 , receipt of copies of which are hereby acknowledged, at a purchase price stated in Schedule A and on the further terms and conditions set forth in this Agreement. The undersigned does not contemplate selling Securities prior to making payment therefor. The undersigned will purchase from the Company Securities in the principal amount and numbers on the delivery dates set forth in Schedule A. Each such date on which Securities are to be purchased hereunder is hereinafter referred to as a “Delivery Date”. Payment for the Securities which the undersigned has agreed to purchase on each Delivery Date shall be made at 10:00 A.M. (New York time) on the Delivery Date by wire transfer of immediately available funds to such bank account or accounts as the Company shall designate in writing not less than two full business days prior to the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned on the Delivery Date, in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than two full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for the Securities on the Delivery Date shall be subject to the conditions that (1) the purchase of Securities to be made by the undersigned shall not at the time of delivery be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the Company shall have sold, and delivery shall have taken place to the underwriters (the “Underwriters”) named in the Prospectus Supplement referred to above of, such part of the Securities as is to be sold to them. Promptly after completion of sale and delivery to the Underwriters, the Company will mail or deliver to the undersigned, at its address set forth below, notice to such effect, accompanied by a copy of the opinions of Lxxxx Xxxxxxx Rain Hxxxxxx and the Company’s in-house counsel delivered to the Underwriters in connection therewith. Failure to take delivery of and make payment for Securities by any purchaser under any other Delayed Delivery Contract shall not relieve the undersigned of its obligations under this agreement. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. If this Agreement is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding agreement, as of the date first above written, between the Company and the undersigned when such counterpart is so mailed or delivered. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. Yours very truly, (Purchaser) By: Name: Title: (Address) Accepted: BELO CORP. By: Name: Title: PURCHASER -— PLEASE COMPLETE AT TIME OF SIGNING The name and telephone and department of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed is as follows: (Please print.) Name Telephone No. (Including Area Code) Department SCHEDULE A Securities: Principal Amounts or Numbers to be Purchased Purchase Price: Delivery:

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Company or their respective its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter of this Section 2(d). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) and no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (v) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated hereby; and (vi) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors First Horizon Home Loan Corporation acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Certificates pursuant to this Agreement and any Terms Agreement, including the determination of the public offering price of the Securities Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsFirst Horizon Home Loan Corporation, on the one hand, and the several Underwriters, on the other hand, and each of the Company and the Guarantors are First Horizon Home Loan Corporation is capable of evaluating and understanding and understand understands and accept accepts the terms, risks and conditions of the transactions contemplated by this Agreement and any Terms Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors First Horizon Home Loan Corporation or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors First Horizon Home Loan Corporation with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors First Horizon Home Loan Corporation on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors First Horizon Home Loan Corporation with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement and any Terms Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors First Horizon Home Loan Corporation and that the several Underwriters have each Underwriter has no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Guarantors have First Horizon Home Loan Corporation has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, First Horizon Home Loan Corporation and the Underwriters, with respect to the subject matter hereof. Each of the Company and First Horizon Home Loan Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Company or First Horizon Home Loan Corporation may have against each Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. * * * FTN Financial/First Horizon Master Underwriting Agreement 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 among First Horizon Home Loan Corporation, the Company and you. Very truly yours, FIRST HORIZON ASSET SECURITIES INC. By:__________________ Name: Xxxxxx Xxxxx Title: Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. FTN FINANCIAL CAPITAL MARKETS, a division of First Tennessee Bank National Association By:____________________ Name: Xxxx Xxxxxx Title: Senior Vice President FIRST HORIZON HOME LOAN CORPORATION By: _________________ Name: Xxxxx X. XxXxx Title: Executive Vice President FTN Financial/First Horizon Master Underwriting Agreement EXHIBIT A FIRST HORIZON ASSET SECURITIES INC. MORTGAGE PASS-THROUGH CERTIFICATES SERIES ____-__ TERMS AGREEMENT (to Underwriting Agreement, dated March [[24]], 2006 among the Company, First Horizon Home Loan Corporation and the Underwriter) First Horizon Asset Securities Inc. Memphis, Tennessee 4000 Horizon Way [Date] Xxxxxx, Xxxxx 00000 [Each of] FTN Financial Capital Markets, a division of First Tennessee Bank National Association [and ______________] (the “Underwriter[s]”) [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-___). [A Preliminary Prospectus, dated ______ __, ___, has been prepared by the Company.] Capitalized terms used and not defined herein have the meanings given them in the Underwriting Agreement.

No Advisory or Fiduciary Responsibility. Each The Company and each of the Company Guarantors acknowledge and the Significant Guarantors acknowledges and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or and the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Guarantors, and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company and each of the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and any Guarantor may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Company or their respective its affiliates, stockholdersshareholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the The Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have has consulted their its own legal, accounting, regulatory and tax advisors to the extent they it deemed appropriate.. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. [Remainder of page intentionally left blank; signatures appear on next page] 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/ Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: EVP & CFO The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. CITIGROUP GLOBAL MARKETS INC. X.X. XXXXXX SECURITIES LLC As representatives of the several underwriters By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President By: X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director SCHEDULE I Underwriting Agreement dated September 11, 2017 Representative(s): Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel Facsimile: (000) 000-0000

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and, assuming the accuracy of the representations and warranties of the Initial Purchasers and the fulfillment by them of their obligations, 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, transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Initial Purchaser has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company or and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company or the Guarantors on other matters) and neither the Company nor the Guarantors shall make or any claim relating thereto; (iv) no Underwriter has any other obligation to the Company or and the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Underwriters Initial Purchasers have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary relationship in connection with the transactions contemplated herebyadvisory relationship; and (viv) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Partnership acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Shares pursuant to this Agreement, including the determination of the public offering price of the Securities Shares and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the Company and the GuarantorsCompany, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are is capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Partnership or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Partnership with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Partnership on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Partnership with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Partnership and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Partnership have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Partnership and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Partnership hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Partnership may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors acknowledges Selling Stockholders acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees Common Shares pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsSelling Stockholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Selling Stockholders are capable of evaluating and understanding and understand understands and accept 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, transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Selling Stockholders or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the Guarantors Selling Stockholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantors Selling Stockholders on other matters) and neither the Company nor the Guarantors shall make any claim relating thereto; (iv) no Underwriter has any obligation to the Company or the Guarantors Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (viv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors Selling Stockholders and that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship in connection with the transactions contemplated herebyrelationship; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors Selling Stockholders have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Selling Stockholders and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Selling Stockholders hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Selling Stockholders may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.