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 (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 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 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 and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Bonds pursuant to this Agreement, including the determination of the public offering price of the Securities Bonds 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 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, 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 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. 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. (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 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 respect of 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 partyparty in respect of such transaction; (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 respect of any transaction 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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, 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 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 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 Company Issuers and each of 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 any of the Company, Issuers or the Guarantors or their respective affiliatesAffiliates, 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 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. 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 (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 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 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 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 (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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 The Company acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Loan Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. The Company agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Company acknowledges and agrees that no Credit Party is advising the Company as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Company with respect thereto. The Company further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Company and other companies with which the Significant Guarantors Company may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. In addition, the Company acknowledges and agrees that: agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (iincluding financial advisory services) the purchase and sale to other companies in respect 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 which the Company may have conflicting interests regarding the transactions described herein and the Guarantors, on the one hand, and the several Underwriters, on the other hand, and otherwise. No Credit Party will use confidential information obtained from the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions by virtue of the transactions contemplated by this Agreement; (ii) the Loan Documents or its other relationships with the Company in connection with each transaction contemplated hereby the performance by such Credit Party of services for other companies, and the process leading no Credit Party will furnish any such information 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) companies. The Company also acknowledges that 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 Credit Party 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 use in connection with the transactions contemplated hereby; and (vi) by the Underwriters have not provided any legalLoan Documents, accounting, regulatory or tax advice with respect to furnish to the offering contemplated hereby and the Company and the Guarantors have consulted their own legalCompany, accounting, regulatory and tax advisors to the extent they deemed appropriateconfidential information obtained from other companies.

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 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 (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 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 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, 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 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 The Company and the Significant Guarantors acknowledges Selling Stockholder acknowledge and agrees agree that: (i) the purchase and sale of the Securities and Securities Guarantees Stock pursuant to this Agreement, including the determination of the public offering price of the Securities Stock and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the GuarantorsSelling Stockholder, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors are 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, Company and the Guarantors Selling Stockholder 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 and the Guarantors 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 and the Guarantors 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 and the Guarantors 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 the Guarantors Selling Stockholder 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 Selling Stockholder 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 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. 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: Axxxxx Xxxxx Title: Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. By:___________________________________ Name: Title: By:___________________________________ Name: Title: FIRST HORIZON HOME LOAN CORPORATION By:___________________________________ Name: Txxxx X. XxXxx Title: Executive Vice President dated [ ], 200[ ] First Horizon Asset Securities Inc. [ ] 4000 Horizon Way [Date] Ixxxxx, Xxxxx 00000 Each of Deutsche Bank Securities Inc. [and ___________] (the “Underwriters”) 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 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 (including without limitation the bought deal letter, dated June 18, 2014, among the Company and the Representatives). 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 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 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 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 Ventas Entities acknowledges and agrees on its behalf and on behalf of the Guarantors 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 GuarantorsVentas Entities, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Ventas 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 the Underwriters are and the process leading to such transaction, each Underwriter is and has have been acting solely as a principal principals and is are not the financial advisor, agent agents or fiduciary fiduciaries of the Company, the Guarantors Ventas Entities or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has the Underwriters have not assumed or and will not assume an advisory, agency advisory or fiduciary responsibility in favor of the Company Ventas Entities or any of the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has the Underwriters have advised or is are currently advising the Company Ventas Entities or any of 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 Ventas Entities or any of the Guarantors with respect to the offering contemplated hereby such transactions 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 Ventas Entities 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 herebyGuarantors; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Ventas Entities 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 Ventas Entities, the Guarantors and the Underwriters, or any of them, with respect to the subject matter hereof. The Ventas Entities hereby waive and release, to the fullest extent permitted by law, any claims that the Ventas Entities and the Guarantors may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty in connection with the transactions contemplated hereby.

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 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 NN Guarantors and, upon execution and delivery of the Joinder Agreement, the PEP 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 among 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) among 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 GuarantorsGuarantor, 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 purchase and sale of the Securities. 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 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. 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: Axxxxx Xxxxx Title: Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. GREENWICH CAPITAL MARKETS, INC. By: Name: Title: FIRST HORIZON HOME LOAN CORPORATION By: Name: Txxxx XxXxx Title: Executive Vice President dated [ ] [ ], 2006 First Horizon Asset Securities Inc. 4000 Xxxxxxx Xxx Xxxxxx, Xxxxx 00000 New York, New York [Date] Each of Greenwich Capital Markets, Inc. [and ] (the “Underwriters”) 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 of the Company and the Significant Guarantors First Tennessee Bank National Association acknowledges and agrees that: (i) the purchase and sale of the Securities and Securities Guarantees Notes pursuant to this Agreement and any Terms 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 GuarantorsFirst Tennessee Bank National Association, on the one hand, and the several Underwriters, on the other hand, and each of the Company and the Guarantors are First Tennessee Bank National Association 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 Tennessee Bank National Association 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 Tennessee Bank National Association 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 Tennessee Bank National Association 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 Tennessee Bank National Association 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 Tennessee Bank National Association 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 Tennessee Bank National Association 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 Tennessee Bank National Association and the Underwriters, with respect to the subject matter hereof. Each of the Company and First Tennessee Bank National Association hereby waives and releases, to the fullest extent permitted by law, any claims that the Company or First Tennessee Bank National Association may have against each Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among Tennessee Bank National Association, 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. FIRST TENNESSEE BANK NATIONAL ASSOCIATION By: Name: Title: FTN FINANCIAL CAPITAL MARKETS By: Name: Title: TERMS AGREEMENT (to Underwriting Agreement, dated March 27, 2006 among the Company, First Tennessee Bank National Association and the Underwriter) First Horizon Asset Securities Inc. 0000 Xxxxxxx Xxx Xxxxxx, Xxxxx 00000 Memphis, Tennessee [Date] Each of FTN Financial Capital Markets [and ___________] (the “Underwriters”) severally agrees, subject to the terms and provisions herein and of the captioned Underwriting Agreement (the “Underwriting Agreement”), to purchase such Classes of Series ____-__ Notes specified in Section 2(a) hereof (the “Offered Notes”). This letter supplements and modifies the Underwriting Agreement solely as it relates to the purchase and sale of the Offered Notes described below. The Series ____-__ Notes 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 of the Company Issuers 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 Issuers and the Initial Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company Issuers 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 CompanyIssuers, and 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 Issuers 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 Issuers 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 Issuers 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 Issuers and the Guarantors 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 hereby, and the Company Issuers 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 Issuers, the Initial Guarantors and the several Initial Purchaser, or any of them, with respect to the subject matter hereof. The Issuers and the Initial Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Issuers 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 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, stockholders, creditors or employees or any other partyemployees; (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 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 several 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. 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. 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.

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 Issuer, the Guarantors and the Significant Guarantors Subordinated Guarantor 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, Agreement is an arm’s-length commercial transaction between the Company Issuer, the Guarantors and the GuarantorsSubordinated Guarantor, on the one hand, and the several UnderwritersInitial Purchaser, on the other handother, 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, each Underwriter transaction the Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the CompanyIssuer, the Guarantors or their respective affiliatesthe Subordinated Guarantor, stockholders, creditors or employees or any other party; (iii) no Underwriter the Initial Purchaser has not assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company Issuer, the Guarantors or the Guarantors Subordinated Guarantor with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter the Initial Purchaser has advised or is currently advising the Company Issuer, the Guarantors or the Guarantors Subordinated 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 Issuer, the Guarantors or the Guarantors with respect to the offering contemplated hereby Subordinated Guarantor except the obligations expressly set forth in this Agreement; Agreement and (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 Issuer, the Guarantors and the Subordinated Guarantor have consulted their own legal and financial advisors to the extent it deemed appropriate. Each of the Issuer, the Guarantors and the Subordinated Guarantor agrees that it will not claim that the several Underwriters have no obligation pursuant to this Agreement to disclose any of such interests by virtue Initial Purchaser has rendered advisory services of any advisorynature or respect, agency or owes a fiduciary relationship or similar duty to the Issuer, the Guarantors or the Subordinated Guarantors in connection with the transactions contemplated hereby; purchase and (vi) sale of Securities or 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 appropriateprocess leading thereto.

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 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 and the Significant Guarantors Ventas Entities acknowledges and agrees on its behalf and on behalf of the Guarantors 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 GuarantorsVentas Entities, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Ventas 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 the Underwriters are and the process leading to such transaction, each Underwriter is and has have been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, the Guarantors Ventas Entities or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has the Underwriters have not assumed or and will not assume an advisory, agency advisory or fiduciary responsibility in favor of the Company Ventas Entities or any of the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has the Underwriters have advised or is are currently advising the Company Ventas Entities or any of 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 Ventas Entities or any of the Guarantors with respect to the offering contemplated hereby such transactions 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 Ventas Entities 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 herebyGuarantors; and (viv) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Ventas Entities 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 Ventas Entities, the Guarantors and the Underwriters, or any of them, with respect to the subject matter hereof. The Ventas Entities hereby waive and release, to the fullest extent permitted by law, any claims that Ventas and the Guarantors may have against the Underwriters with respect to any breach or alleged breach of fiduciary duty in connection with the transactions contemplated hereby.

No Advisory or Fiduciary Responsibility. Each of the Company Issuer, the Guarantors and the Significant Guarantors Subordinated Guarantor 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, Agreement is an arm’s-length commercial transaction between the Company Issuer, the Guarantors and the GuarantorsSubordinated Guarantor, on the one hand, and the several UnderwritersInitial Purchasers, on the other handother, 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 Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the CompanyIssuer, the Guarantors or their respective affiliatesthe Subordinated Guarantor, 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 Issuer, the Guarantors or the Guarantors Subordinated Guarantor with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser has advised or is currently advising the Company Issuer, the Guarantors or the Guarantors Subordinated 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 Issuer, the Guarantors or the Guarantors with respect to the offering contemplated hereby Subordinated Guarantor except the obligations expressly set forth in this Agreement; Agreement and (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 Issuer, the Guarantors and the Subordinated Guarantor have consulted their own legal and financial advisors to the extent it deemed appropriate. Each of the Issuer, the Guarantors and the Subordinated Guarantor agrees that the several Underwriters have no obligation pursuant to this Agreement to disclose it will not claim that any of such interests by virtue Initial Purchaser has rendered advisory services of any advisorynature or respect, agency or owes a fiduciary relationship or similar duty to the Issuer, the Guarantors or the Subordinated Guarantors in connection with the transactions contemplated hereby; purchase and (vi) sale of Securities or 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 appropriateprocess leading thereto.

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 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 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 waives 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 Parent 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 GuarantorsParent Guarantor, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company and the Guarantors Parent 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 Parent 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 Parent 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 Parent 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 Parent 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 Parent 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 Parent Guarantor have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. The Company and the Parent Guarantor hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Parent 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 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 in connection with the offering contemplated hereby.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Selling Stockholders, if any, 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, if any, 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 any Selling Stockholder 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, if any, 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, if any, 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, if any, 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, if any, 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, if any, have consulted their own respective 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, if any, and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company and the Selling Stockholders, if any, hereby waive and release, 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 its 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 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. 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. By: Name: Title: By: Name: Xxxxx X. XxXxx Title: Executive Vice President dated [ ] [ ], 2006 First Horizon Asset Securities Inc. New York, New York 4000 Horizon Way [Date] Xxxxxx, Xxxxx 00000 Each of Citigroup Global Markets Inc. [and ] (the “Underwriters”) 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 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 AgreementAgreement and the issuance, sale and delivery of Confirmation Shares pursuant to the Forward Sale Agreements, including the determination of the public offering price of the Securities Shares and any related discounts and commissionscommissions and the price to be paid for any Confirmation Shares, is an arm’s-length commercial transaction between the Company and the GuarantorsOperating Partnership, on the one hand, and the several Underwriters, Forward Sellers and Forward Purchasers, 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 transactiontransaction each Underwriter, each Underwriter Forward Seller and Forward Purchaser 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 Underwriter, Forward Seller or Forward Purchaser 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 Underwriters, Forward Sellers and Forward 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 Operating Partnership and that the several Underwriters Underwriters, Forward Sellers and Forward 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 several Underwriters, Forward Sellers and Forward Purchasers 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, Forward Sellers and Forward Purchasers 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, Forward Sellers and Forward 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, 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 waives 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 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.

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, together with the Joinder 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. Notwithstanding the foregoing, this Agreement shall not supersede in any respect that certain Amended and Restated Commitment Letter dated as of October 23, 2012 (the “Commitment Letter”) between the lenders party thereto and the Company (it being understood that the securities being sold hereunder will constitute Securities as referenced in the Commitment Letter and issuance thereof will, pursuant to the terms of the Commitment Letter, reduce commitments thereunder).

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 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 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’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. For the avoidance of doubt, this Agreement does not amend or supersede the Original Purchase Agreement.

No Advisory or Fiduciary Responsibility. Each of the Company and the Significant Guarantors Selling Shareholders 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 Shareholders, on the one hand, and the several Underwriters, on the other hand, and the Company and the Guarantors Selling Shareholders 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 Shareholders 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 Shareholders 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 Shareholders 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 Shareholders 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 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 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 Shareholders 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 Shareholders on the one hand and the several Underwriters on the other hand, or any of them, with respect to the subject matter hereof. The Company and the Selling Shareholders hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Selling Shareholders 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 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’sarm'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 prices 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 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 CompanyCompany and the Guarantors, 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.