Common use of No Fiduciary Duty Clause in Contracts

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company in connection with this offering, the sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the offering contemplated hereby except contrary, the obligations expressly set forth Company acknowledges that the Underwriters may have financial interests in this Agreement; (iv) the several Underwriters success of the Offering that are not limited to the difference between the price to the public and their respective affiliates the purchase price paid to the Company for the shares and such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company Company, and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereoffor any benefit they may derive from such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of its shareholders, managers, employees or creditors.

No Fiduciary Duty. The Company acknowledges and agrees that: that (ia) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iib) in connection with each transaction the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company Company, or its affiliates, stockholders, creditors or creditors, employees or any other party; , (iiic) no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; , (ivd) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisoryCompany, agency or fiduciary relationship; and (ve) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the several Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 dutyduty in conjunction with any of the transactions contemplated hereby or the process leading thereto.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter and shall not be on behalf of the Company or any other person. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 dutyduty with respect to the transactions contemplated hereby or the process leading thereto.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-arm’s length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company hereby acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) that in connection with each transaction contemplated hereby the offering of the Certificates: (a) the Underwriters have acted at arm’s length and the process leading are not agents of and owe no fiduciary duties 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 or its affiliates, stockholders, creditors or employees or any other party; person, (iiib) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Underwriters owe the Company 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 on other matters) only those duties and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement; ), if any, and (ivc) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve have interests that differ from those of the Company. The Company and acknowledges that the several Underwriters have no obligation and their affiliates may provide financing or other services to disclose any parties whose interests may conflict with those of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and may enter into transactions in the several Underwriters with respect to Company’s common stock or other securities, including the subject matter hereofCertificates, for their accounts and their customers’ accounts. The Company hereby acknowledges that it is not relying on the advice of the Underwriters for tax, legal or accounting matters, that it is seeking and will rely on the advice of its own professionals and advisors for such matters and that it will make an independent analysis and decision regarding the offering of the Certificates based upon such advice. The Company agrees that it will determine, without reliance upon the Underwriters or their affiliates, the economic risks and merits, as well as the legal, regulatory, tax and accounting characterizations and consequences, of the transactions herein, and that it is capable of assuming the risks of entering into the transactions described herein. The Company acknowledges that the Underwriters are not in the business of providing tax advice and that it has received tax advice from its own tax advisors with appropriate expertise to assess any tax risks. The Company waives and releases, to the fullest full extent permitted by law, applicable law any claims that the Company it may have against the several Underwriters with respect to any breach or arising from an alleged breach of agency or fiduciary dutyduty in connection with the offering of the Certificates.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction that each Underwriter is and has been acting solely as a principal and is not in the financial advisor, agent or fiduciary capacity of the Company or 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 arm’s length contractual counterparty to the Company with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of such offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any of its subsidiaries. Additionally, no Underwriter is advising the transactions contemplated hereby Company or any of its subsidiaries as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of the Certificates or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising AAG or the Company on other matters) ). Each Underwriter advises that it and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective its affiliates may be are engaged in a broad range of transactions securities and financial services and that it and its affiliates may enter into contractual relationships with purchasers or potential purchasers of the securities of the Company or its affiliates and that some of these services or relationships may involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have need not provided any legal, accounting, regulatory or tax advice with respect be disclosed to the offering contemplated hereby and the Company, unless otherwise required by law. The Company has consulted with its own legaladvisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, accounting, regulatory and tax advisors no Underwriter shall have any responsibility or liability to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written Company or oral) between the Company and the several Underwriters any of its subsidiaries or affiliates with respect thereto. Any review by any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the subject matter hereofbenefit of such Underwriter and shall not be on behalf of the Company. The Company hereby waives and releaseswaives, to the fullest extent permitted by law, any claims that the Company it may have against the several Underwriters with respect to any each Underwriter for breach of fiduciary duty or alleged breach of agency fiduciary duty and agrees that no Underwriter shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim.

No Fiduciary Duty. The Company Each of the Transaction Entities acknowledges and agrees thatthat in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between any Transaction Entity and any other person, on the one hand, and the Underwriters, on the other, exists in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Notes Company’s securities, either before or after the date hereof; (ii) the Underwriters are not acting as advisors, expert or otherwise, to any of the Transaction Entities, including, without limitation, with respect to the determination of the public offering price of the Stock, and the purchase and sale of the Stock pursuant to this Agreement, including the determination of the initial public offering price of the Notes Stock and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 any duties and obligations that the Company 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect Transaction Entities shall be limited to the offering contemplated hereby except the those duties and obligations expressly set forth in this Agreementspecifically stated herein; and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve have interests that differ from those of the Company and that Transaction Entities. Each of the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company Transaction Entities hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Transaction Entities may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyduty in connection with this offering.

No Fiduciary Duty. The Company Parent Guarantor and the Issuer each acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyParent Guarantor and the Issuer, on the one hand, and the several Underwriters, on the other hand, and the Company Parent Guarantor and the Issuer is each capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company Parent Guarantor or its the Issuer or their 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 Parent Guarantor or the Issuer 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 Parent Guarantor or the Issuer on other matters) and no Underwriter has any obligation to the Company Parent Guarantor or the Issuer with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 Parent Guarantor and the Issuer and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and Parent Guarantor and the Company Issuer has consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between among the Company Parent Guarantor, the Issuer and the several Underwriters Underwriters, or any of them, with respect to the subject matter hereof. The Company Parent Guarantor and the Issuer each hereby waives and releases, jointly and severally, to the fullest extent permitted by law, any claims that the Company Parent Guarantor or the Issuer may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company Issuer acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyIssuer, on the one hand, and the several Underwriters, on the other hand, and the Company Issuer is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company Issuer or 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 Issuer 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 Issuer on other matters) and no Underwriter has any obligation to the Company Issuer with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 Issuer and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company Issuer has consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between among the Company Issuer and the several Underwriters Underwriters, or any of them, with respect to the subject matter hereof. The Company Issuer hereby waives and releases, releases to the fullest extent permitted by law, any claims that the Company Issuer may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Each of the Company and the Operating Partnership acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Operating Partnership, on the one hand, and the several Underwriters, on the other hand, and the Company is and the Operating Partnership are capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company Company, the Operating Partnership or its 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 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 Operating Partnership on other matters) and no Underwriter has any obligation to the Company or the Operating Partnership with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 or the Operating Partnership and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has or the Operating Partnership have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the The Company and the several Underwriters with respect to the subject matter hereof. The Company Operating Partnership hereby waives and releases, 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 Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges Bank, the Issuer and agrees that: the Transferor acknowledge and agree that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyBank, the Issuer and the Transferor, on the one hand, and each of the several Underwriters, on the other hand, and the Company is Bank, the Issuer and the Transferor are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each the 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 Bank, the Issuer, the Transferor or its their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter none of the Underwriters has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company Bank, the Issuer or the Transferor with respect to any of the transactions transaction contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company Bank, the Issuer or the Transferor on other matters) and no Underwriter has or any other obligation to the Company with respect to Bank, the offering contemplated hereby Issuer or the Transferor except the obligations expressly set forth in this Agreement; (iv) 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 Bank, the Issuer and the Transferor and that the several Underwriters have no obligation to disclose to the Bank, the Issuer or the Transferor any of such interests by virtue of any advisory, agency or fiduciary relationshiprelationship hereunder; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has Bank, the Issuer and the Transferor have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements appropriate and understandings (whether written or oralvi) between any review by any Underwriter of the Company Bank, the Transferor, the Issuer and the several Underwriters with respect transactions contemplated hereby or other matters relating to such transactions will be performed solely for the subject matter hereof. The Company hereby waives benefit of such Underwriter, as the case may be, and releasesshall not be on behalf of the Bank, to the fullest extent permitted by lawTransferor, the Issuer or any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyother person.

No Fiduciary Duty. The Company Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the underwriters, the Issuer acknowledges and agrees that: : (ia) nothing herein shall create a fiduciary or agency relationship between the Issuer and the Underwriters; (b) the purchase and Underwriters are not acting as advisors, expert or otherwise, to the Issuer in connection with this offering, sale of the Notes pursuant Shares or any other services the Underwriters may be deemed to this Agreementbe providing hereunder, including the determination of including, without limitation, with respect to the public offering price of the Notes Shares; (c) the relationship between the Issuer and any related discounts the Underwriters is entirely and commissionssolely commercial, is an arm’sbased on arms-length commercial transaction negotiations; (d) any duties and obligations that the Underwriters may have to the Issuer shall be limited to those duties and obligations specifically stated herein; and (e) notwithstanding anything in this Underwriting Agreement to the contrary, the Issuer acknowledges that the Underwriters may have financial interests in the success of the Offering that are not limited to the difference between the Company, on price to the one hand, public and the several Underwriters, on purchase price paid to the other hand, Issuer by the Underwriters for the shares and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose disclose, or account to the Issuer for, any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereofadditional financial interests. The Company Issuer hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Issuer may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyduty in connection with the transactions contemplated by this Agreement.

No Fiduciary Duty. The Company Each Transaction Party acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyTransaction Parties, on the one hand, and the several Underwriters, on the other hand, and the Company each Transaction Party is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company Transaction Parties or its their 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 any Transaction Party 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 any Transaction Party on other matters) and no Underwriter has any obligation to the Company any Transaction Party with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 Transaction Parties and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has Transaction Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between among the Company Transaction Parties and the several Underwriters Underwriters, or any of them, with respect to the subject matter hereof. The Company Each Transaction Party hereby waives and releases, jointly and severally, to the fullest extent permitted by law, any claims that the Company such party may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, Company on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges and agrees that: the Adviser hereby acknowledge and agree that (ia) the purchase and sale of the Notes any Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriters of such Securities, and any affiliate through which an Underwriter may be acting, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iib) in connection with each transaction contemplated hereby the public offering of the Securities and the process leading to such transaction each Underwriter is and has been acting the Underwriters will act solely as a principal principals and is independent contractors, and not the financial advisor, agent as agents or fiduciary fiduciaries of the Company or its affiliates, stockholders, creditors or creditors, employees or any other party; party or in any other capacity, (iiic) no Underwriter has assumed or the Underwriters will not assume an advisory, agency advisory or fiduciary responsibility in favor of the Company with respect to any the offering of the transactions Securities contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has the Underwriters have advised or is are currently advising the Company on other matters) and no Underwriter has the Underwriters will not have any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; herein, (ivd) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisoryCompany, agency or fiduciary relationship; and (ve) the Underwriters have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and the Company has consulted and will consult its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-arm’s length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests to the Company by virtue of any advisory, agency or fiduciary relationshiprelationship with the Company; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Partnership Parties acknowledge and agrees that: agree that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the CompanyPartnership Parties, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to the Partnership Parties in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Partnership Parties, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the Company is capable price of evaluating the Units was established by the Partnership Parties and understanding the Underwriters based on discussions and understands arms’ length negotiations and accepts the Partnership Parties understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect Partnership Parties shall be limited to the offering contemplated hereby except the those duties and obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipspecifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, the Partnership Parties acknowledge that the Underwriters may have financial interests in the success of this offering that are not provided any legal, accounting, regulatory or tax advice with respect limited to the offering contemplated hereby difference between the price to the public and the Company has consulted its own legal, accounting, regulatory and tax advisors purchase price paid to the extent it deemed appropriate. This Agreement supersedes all prior agreements Partnership by the Underwriters for the Units and understandings (whether written or oral) between that such interests may differ from the Company and interests of the several Underwriters with respect to the subject matter hereofPartnership Parties. The Company Partnership Parties hereby waives waive and releasesrelease, to the fullest extent permitted by applicable law, any claims that the Company Partnership Parties may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Partnership Parties in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Partnership Parties or any of their respective members, managers, employees or creditors.

No Fiduciary Duty. The Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters, the Company acknowledges and agrees that: : (ia) nothing herein shall create a fiduciary or agency relationship between the Company and the Underwriters in connection with any aspect of the offering of securities hereunder; (b) the purchase and Underwriters are not acting as advisors, expert or otherwise, to the Company in connection with this offering, the sale of the Notes pursuant Shares or any other services the Underwriters may be deemed to this Agreementbe providing hereunder, including the determination of including, without limitation, with respect to the public offering price of the Notes Shares; (c) the relationship between the Company and any related discounts the Underwriters is entirely and commissionssolely commercial, is an arm’sbased on arms-length commercial transaction between negotiations; (d) any duties and obligations that the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to those duties and obligations specifically stated herein; (e) notwithstanding anything in this Agreement to the offering contemplated hereby except contrary, the obligations expressly set forth Company acknowledges that the Underwriters may have financial interest in this Agreement; (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those success of the offering of the Shares that is not limited to the difference between the price to the public and the purchase price paid to the Company by the Underwriters for the Shares and that the several Underwriters have no obligation to disclose disclose, or account to the Company for, any of such interests by virtue of any advisory, agency or fiduciary relationshipadditional financial interests; and and (vf) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and advised the Company has consulted its own legal, accounting, regulatory and tax advisors to that the extent it deemed appropriate. This Agreement supersedes all prior Underwriters have agreements and understandings (whether written with, and owe duties and obligations to, third parties, including purchasers and potential purchasers of the securities, that may create or oral) exacerbate actual, potential or apparent conflicts of interest between the Company and the several Underwriters 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 dutyUnderwriters.

No Fiduciary Duty. The Company Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the underwriters, the Issuer acknowledges and agrees that: : (ia) nothing herein shall create a fiduciary or agency relationship between the Issuer and the Underwriters; (b) the purchase and Underwriters are not acting as advisors, expert or otherwise, to the Issuer in connection with this offering, sale of the Notes pursuant Shares or any other services the Underwriters may be deemed to this Agreementbe providing hereunder, including the determination of including, without limitation, with respect to the public offering price of the Notes Shares; (c) the relationship between the Issuer and any related discounts the Underwriters is entirely and commissionssolely commercial, is an arm’sbased on arms-length commercial transaction negotiations; (d) any duties and obligations that the Underwriters may have to the Issuer shall be limited to those duties and obligations specifically stated herein; and (e) notwithstanding anything in this Underwriting Agreement to the contrary, the Issuer acknowledges that the Underwriters may have financial interests in the success of the Offering that are not limited to the difference between the Company, on price to the one hand, public and the several Underwriters, on purchase price paid to the other hand, Issuer by the Underwriters for the shares and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose disclose, or account to the Issuer for, any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereofadditional financial interests. The Company Issuer hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Issuer may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company acknowledges Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Partnership Parties acknowledge and agrees that: agree that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the CompanyPartnership Parties, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to the Partnership Parties in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Partnership Parties, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the Company is capable price of evaluating the Units was established by the Partnership Parties and understanding the Underwriters based on discussions and understands arms’ length negotiations and accepts the Partnership Parties understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect Partnership Parties shall be limited to the offering contemplated hereby except the those duties and obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipspecifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, the Partnership Parties acknowledge that the Underwriters may have financial interests in the success of the this offering that are not provided any legal, accounting, regulatory or tax advice with respect limited to the offering contemplated hereby difference between the price to the public and the Company has consulted its own legal, accounting, regulatory and tax advisors purchase price paid to the extent it deemed appropriate. This Agreement supersedes all prior agreements Partnership by the Underwriters for the Units and understandings (whether written or oral) between that such interests may differ from the Company and interests of the several Underwriters with respect to the subject matter hereofPartnership Parties. The Company Partnership Parties hereby waives waive and releasesrelease, to the fullest extent permitted by applicable law, any claims that the Company Partnership Parties may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Partnership Parties in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Partnership Parties or any of their respective members, managers, employees or creditors.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 its affiliates, stockholders, creditors or employees or any other party 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 its affiliates, stockholders, creditors or employees or any other party on other matters) and no Underwriter has any obligation to the Company or its affiliates, stockholders, creditors or employees or any other party with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 or its affiliates, stockholders, creditors or employees or any other party and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company in connection with this offering, the sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the offering contemplated hereby except contrary, the obligations expressly set forth Company acknowledges that the Underwriters may have financial interests in this Agreement; (iv) the several Underwriters success of the Offering that are not limited to the difference between the price to the public and their respective affiliates the purchase price paid to the Company for the shares and such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company Company, and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereoffor any benefit they may derive from such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of its stockholders, directors, employees or creditors.

No Fiduciary Duty. The Company acknowledges and agrees thatCorporation hereby: (i) acknowledges and agrees that the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an transactions contemplated hereunder are arm’s-length commercial transaction transactions between the CompanyCorporation, on the one hand, and the several UnderwritersUnderwriter and any affiliate through which it may be acting, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreementother; (ii) acknowledges and agrees that the Underwriter is acting as agent but not as fiduciary of the Corporation; (iii) acknowledges and agrees that the Corporation’s engagement of the Underwriter in connection with each transaction contemplated hereby the Offering and the process leading up to such transaction each the Offering is as agent and not in any other capacity; (iv) acknowledges and agrees that the Underwriter is has certain statutory obligations as a registrant under Securities Laws and has been certain relationships with its clients; and (v) consents to the Underwriter acting solely hereunder while continuing to act for its clients. To the extent that the Underwriter’s statutory obligations as a principal registrant under Securities Laws or relationships with its clients conflicts with its obligations hereunder, the Underwriter shall be entitled to fulfil its statutory obligations as a registrant under Securities Laws and its duties to its clients. Nothing in this Agreement shall be interpreted to prevent the Underwriter from fulfilling its statutory obligations as a registrant under Securities Laws or acting for its clients. Furthermore, the Corporation agrees that it is not solely responsible for making its own judgments in connection with the financial advisor, agent or fiduciary of the Company or 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 with respect to any of the transactions contemplated hereby or the process leading thereto Offering (irrespective of whether such any of the Underwriter has advised or is currently advising the Company Corporation on related or other matters) and no ). The Underwriter has any obligation not rendered advisory services beyond those, if any, required of an investment dealer by Securities Laws in respect of an offering of the nature contemplated by this Agreement and the Corporation agrees that it will not claim that the Underwriter has rendered advisory services beyond those, if any, required of an investment dealer by Securities Laws in respect of the Offering, or that the Underwriter owes a fiduciary or similar duty to the Company Corporation, in connection with respect to such transaction or the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 dutyprocess leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) that in connection with each transaction contemplated hereby the offering of the Class B Certificates: (a) the Underwriters have acted at arm’s length and the process leading are not agents of and owe no fiduciary duties 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 or its affiliates, stockholders, creditors or employees or any other party; person, (iiib) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Underwriters owe the Company 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 on other matters) only those duties and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement; ), if any, and (ivc) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve have interests that differ from those of the Company. The Company and acknowledges that the several Underwriters have no obligation and their affiliates may provide financing or other services to disclose any parties whose interests may conflict with those of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and may enter into transactions in the several Underwriters with respect to Company’s common stock or other securities, including the subject matter hereofClass B Certificates, for their accounts and their customers’ accounts. The Company hereby acknowledges that it is not relying on the advice of the Underwriters for tax, legal or accounting matters, that it is seeking and will rely on the advice of its own professionals and advisors for such matters and that it will make an independent analysis and decision regarding the offering of the Class B Certificates based upon such advice. The Company agrees that it will determine, without reliance upon the Underwriters or their affiliates, the economic risks and merits, as well as the legal, regulatory, tax and accounting characterizations and consequences, of the transactions herein, and that it is capable of assuming the risks of entering into the transactions described herein. The Company acknowledges that the Underwriters are not in the business of providing tax advice and that it has received tax advice from its own tax advisors with appropriate expertise to assess any tax risks. The Company waives and releases, to the fullest full extent permitted by law, applicable law any claims that the Company it may have against the several Underwriters with respect to any breach or arising from an alleged breach of agency or fiduciary dutyduty in connection with the offering of the Class B Certificates.

No Fiduciary Duty. The Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to the Company in connection with this Offering, the sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the offering contemplated hereby except contrary, the obligations expressly set forth Company acknowledges that the Underwriters may have financial interests in this Agreement; (iv) the several success of the Offering that are not limited to the difference between the price to the public and the purchase price delivered to the Company by the Underwriters for the Shares and their respective affiliates that such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company Company, and that the several Underwriters have no obligation to disclose disclose, or account to the Company for any of benefit that they may derive from, such additional financial interests; however, the Underwriters represent to the Company that such interests by virtue of any advisory, agency or fiduciary relationship; and (v) will not interfere with the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect Underwriters’ ability to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereofperform their obligations under this Agreement. The Company hereby waives and releases, to the fullest extent permitted by applicable law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of its shareholders, managers, employees or creditors.

No Fiduciary Duty. The Company acknowledges Domino’s Parties acknowledge and agrees that: agree that (ia) the purchase and sale of the Offered Notes pursuant to this Agreement, including the determination of the public offering price of the Offered Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyDomino’s Parties, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iib) in connection with each transaction contemplated hereby the offering, sale and the delivery of the Offered Notes and the process leading to such transaction thereto, each Underwriter is Initial Purchaser and has their respective representatives are and have been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company any Domino’s Party, any of its respective subsidiaries or its affiliates, respective stockholders, creditors or creditors, employees or any other party; , (iiic) no Underwriter Initial Purchaser or any of their respective representatives has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company any Domino’s Party with respect to any the offering, sale and delivery of the transactions contemplated hereby Offered Notes or the process leading thereto (irrespective of whether such Underwriter Initial Purchaser or its representative has advised or is currently advising the Company Domino’s Parties or any of their respective subsidiaries on other matters) and no Underwriter Initial Purchaser or its respective representative has any obligation to the Company Domino’s Parties with respect to the offering contemplated hereby of the Offered Notes except the obligations expressly set forth in this Agreement; , (ivd) the several Underwriters Initial Purchasers and their respective affiliates and representatives may be engaged in a broad range of transactions that involve interests that differ from those of the Company Domino’s Parties, (e) any duties and obligations that the several Underwriters Initial Purchasers may have no obligation to disclose any of such interests by virtue of any advisorythe Domino’s Parties shall be limited to those duties and obligations specifically stated herein, agency or fiduciary relationship; and (vf) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Offered Notes and the Company has Domino’s Parties have consulted its their own respective legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company Domino’s Parties hereby waives and releases, to the fullest extent permitted by law, waive any claims that the Company they each may have against the several Underwriters Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary dutyduty in connection with the Offered Notes.

No Fiduciary Duty. The Company Each of the Transaction Entities acknowledges and agrees thatthat in connection with the transactions contemplated by this Agreement, the offer and sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between any Transaction Entity and any other person, on the one hand, and the Underwriters, on the other, exists in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Notes Company’s securities, either before or after the date hereof; (ii) the Underwriters are not acting as advisors, expert or otherwise, to any of the Transaction Entities, including, without limitation, with respect to the determination of the public offering price of the Shares, and the purchase and sale of the Shares pursuant to this Agreement, including the determination of the initial public offering price of the Notes Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 any duties and obligations that the Company 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect Transaction Entities shall be limited to the offering contemplated hereby except the those duties and obligations expressly set forth in this Agreementspecifically stated herein; and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve have interests that differ from those of the Company and that Transaction Entities. Each of the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company Transaction Entities hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Transaction Entities may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyduty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) that each of Sales Agent, the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, Forward Seller and the several Underwriters, on the other hand, and the Company Forward Purchaser is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not in the financial advisor, agent or fiduciary capacity of the Company or 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 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 on other matters) and no Underwriter has any obligation arm’s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the transactions contemplated hereby or by the Master Forward Confirmation) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person and will not claim that Sales Agent, the Forward Seller or the Forward Purchaser is acting in such capacity in connection with the transactions contemplated hereby. None of Sales Agent, the Forward Seller or the Forward Purchase and their respective Affiliates shall have obligations to the Company with respect to the transactions contemplated hereby except the obligations expressly set forth in this Agreement; (iv) Agreement and the several Underwriters Master Forward Confirmation, and each of Sales Agent, the Forward Seller and the Forward Purchaser and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company. Additionally, none of Sales Agent, the Forward Seller or the Forward Purchaser is advising the Company and that the several Underwriters have no obligation or any other person as to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice matters in any jurisdiction with respect to the offering transactions contemplated hereby hereby. In addition, each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and the Company has consulted its own legalcontribution provisions of Article VI, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereofis fully informed regarding such provisions. The Company hereby waives shall consult with its own advisors concerning such matters and releasesshall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and none of Sales Agent, the Forward Seller or the Forward Purchaser and their respective Affiliates shall have responsibility or liability to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect thereto. Any review by Sales Agent, the Forward Seller or the Forward Purchaser of the Company, the transactions contemplated hereby or other matters relating to any breach such transactions will be performed solely for the benefit of Sales Agent, the Forward Seller or alleged breach the Forward Purchaser, as the case may be and shall not be on behalf of agency or fiduciary dutythe Company.

No Fiduciary Duty. The Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company in connection with this offering, the sale of the Securities or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Securities; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Securities was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the offering contemplated hereby except contrary, the obligations expressly set forth Company acknowledges that the Underwriters may have financial interests in this Agreement; (iv) the several Underwriters success of the Offering that are not limited to the difference between the price to the public and their respective affiliates the purchase price paid to the Company for the shares and such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company Company, and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereoffor any benefit they may derive from such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of its shareholders, managers, employees or creditors.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate; and (vi) any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-arm’s length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests to the Company by virtue of any advisory, agency or fiduciary relationshiprelationship with the Company; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its affiliates, stockholdersshareholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, each of the Company acknowledges and agrees that: the Trust acknowledge and agree that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the CompanyCompany or the Trust, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company or the Trust in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Company and the Trust, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Units was established by the Company is capable and the Underwriters based on discussions and arms’ length negotiations and each of evaluating the Company and understanding the Trust understand and understands and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that the process leading Underwriters may have 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 or its affiliatesthe Trust shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility the Company and the Trust acknowledge that the Underwriters may have financial interests in favor the success of the Company 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 on other matters) and no Underwriter has any obligation offering that are not limited to the Company with respect difference between the price to the offering contemplated hereby except public and the obligations expressly set forth in this Agreement; (iv) purchase price paid to the several Trust by the Underwriters for the Units and their respective affiliates that such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company and that the several Trust, and the Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and Company or the Company has consulted its own legalTrust for any benefit that they may derive from, accounting, regulatory and tax advisors to the extent it deemed appropriatesuch additional financial interests. This Agreement supersedes all prior agreements and understandings (whether written or oral) between Each of the Company and the several Underwriters with respect to the subject matter hereof. The Company Trust hereby waives waive and releasesrelease, to the fullest extent permitted by applicable law, any claims that the Company or the Trust may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or the Trust in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, the Trust or any of their respective members, managers, employees or creditors.

No Fiduciary Duty. The Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, experts or otherwise, to either the Company in connection with this offering, the sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the offering contemplated hereby except contrary, the obligations expressly set forth Company acknowledges that the Underwriters may have financial interests in this Agreement; (iv) the several Underwriters success of the Offering that are not limited to the difference between the price to the public and their respective affiliates the purchase price paid to the Company for the shares and such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company Company, and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereoffor any benefit they may derive from such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of its shareholders, managers, employees or creditors.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-arm’s length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding evaluating, and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; , (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or Company, any of its affiliates, stockholders, creditors or employees affiliates or any other party; person or entity, (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; , (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; , and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company hereby acknowledges and agrees that: , with respect to any offering of Securities pursuant to this Agreement and the relevant Terms Agreement (such Terms Agreement, together with the provisions of this Agreement that are incorporated by reference therein, is referred to in this Section 9 as the “Underwriting Agreement”), (i) the purchase and sale terms of the Notes pursuant to this Underwriting Agreement, and the offering of the Securities (including the determination of the public offering price of the Notes and any related discounts and commissionsSecurities) were negotiated at arm’s length between sophisticated parties represented by counsel; (ii) no fiduciary, is an arm’s-length commercial transaction advisory or agency relationship between the Company, Company on the one hand, and the several Underwriters, Underwriters on the other hand, and the Company is capable hand has been created as a result of evaluating and understanding and understands and accepts the terms, risks and conditions any of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the Underwriting Agreement or the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisortransactions, agent or fiduciary of the Company or 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 with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such any Underwriter has advised or is currently advising the Company on other matters, (iii) and no Underwriter has any obligation the Underwriters’ obligations to the Company with in respect to of the offering contemplated hereby except the obligations expressly Offering are set forth in this Agreement; the Underwriting Agreement in their entirety and (iv) 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 that the several Underwriters have no obligation to disclose any of has obtained such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accountingtax, regulatory or tax accounting and other advice as they deem appropriate with respect to this Underwriting Agreement and the offering transactions contemplated hereby and any other activities undertaken in connection therewith, and the Company has consulted its own legal, accounting, regulatory and tax advisors to is not relying on the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 such matters. The Company hereby agrees that it will not claim that the Underwriters, or alleged breach any of agency them, has rendered advisory services of any nature or respect to the Company, or owes a fiduciary dutyor similar duty to it, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company acknowledges and agrees the Guarantors acknowledge and agree that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Guarantors, on the one hand, and the several Underwriters, on the other hand, and each of the Company and the Guarantors is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company Company, the Guarantors or its 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 on other matters) and no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has and the Guarantors have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between among the Company Company, the Guarantors and the several Underwriters with respect to the subject matter hereof. The Each of the Company and the Guarantors hereby waives and releases, to the fullest extent permitted by law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company Each Spectra Party hereby acknowledges and agrees that: (i) that each Underwriter is acting solely as an underwriter in connection with the purchase and sale of the Notes Securities. Each Spectra Party further acknowledges that each Underwriter is acting pursuant to a contractual relationship created solely by this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is Agreement entered into on an arm’s-length commercial transaction between basis and in no event do the Companyparties intend that each Underwriter acts or be responsible as a fiduciary or financial advisor to any of the Spectra Entities, on their management, stockholders, members, unitholders, creditors or any other person in connection with any activity that each Underwriter may undertake or have undertaken in furtherance of the one handpurchase and sale of the Securities, and either before or after the several Underwritersdate hereof. Each Underwriter hereby expressly disclaims any fiduciary, on agency, advisory or similar obligations to any of the other handSpectra Entities, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of either in connection with the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby Agreement or any matters leading up to such transactions, and the process leading Spectra Parties hereby confirm their understanding and agreement to such transaction that effect. The Spectra Parties and the Underwriters agree that they are each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to any of the transactions contemplated hereby Spectra Entities regarding such transactions, including but not limited to any opinions or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company views with respect to the offering contemplated hereby except price or market for the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those Securities, do not constitute advice or recommendations to any of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriateSpectra Entities. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company Each Spectra Party hereby waives and releases, to the fullest extent permitted by law, any claims that the Company any Spectra Party may have against the several Underwriters each Underwriter with respect to any breach or alleged breach of agency any fiduciary, agency, advisory or fiduciary dutysimilar duty to any of the Spectra Entities in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Duty. The Each of the Company and the Guarantors acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Guarantors, on the one hand, and the several Underwriters, on the other hand, and the Company is and the Guarantors are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company Company, the Guarantors, or its 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 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 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; (iv) 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 to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has and the Guarantors have consulted its their own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company Company, the Guarantors and the several Underwriters with respect to the subject matter hereof. The Company and the Guarantors hereby waives waive and releasesrelease, 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 Fiduciary Duty. The Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, experts or otherwise, to either the Company in connection with this offering, the sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares, and none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the offering contemplated hereby except that are not limited to the obligations expressly set forth in this Agreement; (iv) difference between the several Underwriters price to the public and their respective affiliates the purchase price paid to the Company for the Shares and such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company Company, and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereoffor any benefit they may derive from such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of its shareholders, managers, employees or creditors.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) Notwithstanding any pre-existing relationship, advisory or otherwise, between the purchase and sale parties or any oral representations or assurances previously or subsequently made by any of the Notes pursuant to this AgreementUnderwriters, including the determination of the public offering price of the Notes Partnership Parties acknowledge and any related discounts and commissions, is an arm’s-length commercial transaction agree that (a) nothing herein shall create a fiduciary or agency relationship between the CompanyPartnership Parties, on the one hand, and the several Underwriters, on the other hand; (b) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Partnership Entities in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (c) the relationship between the Partnership Parties, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the Company is capable price of evaluating the Units was established by the Partnership Entities and understanding the Underwriters based on discussions and understands arms’ length negotiations and accepts the Partnership Parties understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iid) any duties and obligations that the Underwriters may have to the Partnership Parties shall be limited to those duties and obligations specifically stated herein; and (e) notwithstanding anything in connection with each transaction contemplated hereby this Agreement to the contrary, the Partnership Parties acknowledge that the Underwriters may have financial interests in the success of the Offering that are not limited to the difference between the price to the public and the process leading purchase price paid to the Partnership for the Units and such transaction each Underwriter is and has been acting solely as a principal and is not interests may differ from the financial advisor, agent or fiduciary interests of the Company or its affiliatesPartnership Parties, 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 and the Company 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereofPartnership Parties for any benefit they may derive from such additional financial interests. The Company Partnership Parties hereby waives waive and releasesrelease, to the fullest extent permitted by the applicable law, any claims that the Company they may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Partnership Parties in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Partnership Parties or any of their unitholders, managers, employees or creditors.

No Fiduciary Duty. The Each of the Company and the Operating LLC acknowledges and agrees that: (i) the purchase and that in connection with this offering, sale of the Notes pursuant Stock or any other services the Underwriters may be deemed to this Agreementbe providing hereunder, including notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company, the Operating LLC and any other person, on the one hand, and the Underwriters, on the other hand, exists; (b) the Underwriters are not acting as advisors, expert or otherwise and are not providing a recommendation or investment advice, to the Company or the Operating LLC, including, without limitation, with respect to the determination of the public offering price of the Notes Stock, and any related discounts and commissions, is an arm’s-length commercial transaction such relationship between the CompanyCompany and the Operating LLC, on the one hand, and the several Underwriters, on the other hand, is entirely and the Company is capable of evaluating and understanding and understands and accepts the termssolely commercial, risks and conditions of the transactions contemplated based on arms-length negotiations and, as such, not intended for use by this Agreementany individual for personal, family or household purposes; (iic) in connection with each transaction contemplated hereby any duties and obligations that the process leading Underwriters may have 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 or its affiliates, stockholders, creditors or employees or any other partythe Operating LLC shall be limited to those duties and obligations specifically stated herein; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (ivd) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve have interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipOperating LLC; and (ve) does not constitute a solicitation of any action by the Underwriters. Each of the Company and the Operating LLC hereby (x) waives any claims that the Company or the Operating LLC may have against the Underwriters have not provided with respect to any breach of fiduciary duty in connection with this offering and (y) agree that none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. Each of the Company and the Operating LLC has consulted their own legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accountingfinancial, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction that each Underwriter is and has been acting solely as a principal and is not in the financial advisor, agent or fiduciary capacity of the Company or 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 arm’s length contractual counterparty to the Company with respect to the offering of Class B Certificates contemplated hereby (including in connection with determining the terms of such offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any of its subsidiaries. Additionally, no Underwriter is advising the transactions contemplated hereby Company or any of its subsidiaries as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of the Class B Certificates or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising AAG or the Company on other matters) ). Each Underwriter advises that it and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective its affiliates may be are engaged in a broad range of transactions securities and financial services and that it and its affiliates may enter into contractual relationships with purchasers or potential purchasers of the securities of the Company or its affiliates and that some of these services or relationships may involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have need not provided any legal, accounting, regulatory or tax advice with respect be disclosed to the offering contemplated hereby and the Company, unless otherwise required by law. The Company has consulted with its own legaladvisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, accounting, regulatory and tax advisors no Underwriter shall have any responsibility or liability to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written Company or oral) between the Company and the several Underwriters any of its subsidiaries or affiliates with respect thereto. Any review by any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the subject matter hereofbenefit of such Underwriter and shall not be on behalf of the Company. The Company hereby waives and releaseswaives, to the fullest extent permitted by law, any claims that the Company it may have against the several Underwriters with respect to any each Underwriter for breach of fiduciary duty or alleged breach of agency fiduciary duty and agrees that no Underwriter shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim.

No Fiduciary Duty. The Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company in connection with this offering, the sale of the ADS Offered Securities or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the ADS Offered Securities; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the ADS Offered Securities was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the offering contemplated hereby except that are not limited to the obligations expressly set forth in this Agreement; (iv) difference between the several Underwriters price to the public and their respective affiliates the purchase price paid to the Company for the ADS Offered Securities and such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company Company, and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereoffor any benefit they may derive from such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty in connection with the transactions contemplated by this Agreement or fiduciary dutyany matters leading up to such transactions.

No Fiduciary Duty. The Company acknowledges and agrees that: that (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other handother, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection 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 Company or its affiliatesCompany, 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 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 on other matters) and no Underwriter has or any other obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; , (iv) the several Underwriters Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve have interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent it deemed appropriate. The Company agrees that 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 Company, in connection with such transaction or the process leading thereto. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and each of the Initial Purchasers hereby waives and releasesirrevocably waives, to the fullest extent permitted by applicable law, any claims that and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutytransactions contemplated hereby.

No Fiduciary Duty. (a) The Company Depositor acknowledges and agrees that: (i) that the purchase and sale Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Depositor with respect to the offering of the Notes pursuant to this Agreement, contemplated hereby (including in connection with determining the determination terms of the public offering offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, no Underwriter is advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriters shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriters of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor. (b) The Depositor acknowledges and agrees that the price of the Notes and any related discounts and commissions, is an arm’s-set forth in Schedule I to this Agreement was established by the Depositor following arm’s length commercial transaction between negotiations with the Company, on the one handUnderwriters, and the several Underwriters, on the other hand, and the Company Depositor is capable of evaluating and understanding and understands does understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; . (iic) in connection with each transaction contemplated hereby The Depositor acknowledges and the process leading to such transaction each Underwriter is and agrees that it has been acting solely as a principal and is not advised that the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates may be are engaged in a broad range of transactions that which may involve interests that differ from those of the Company Depositor and that the several Underwriters have are under no obligation to disclose any of such interests and transactions to the Depositor by virtue of any advisoryfiduciary, advisory or agency or fiduciary relationship; and . (vd) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated The Depositor hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company hereby waives and releaseswaives, to the fullest extent permitted by law, any claims that the Company it may have against the several Underwriters with respect to any for breach of fiduciary duty or alleged breach of agency or fiduciary duty, and the Depositor hereby agrees that the Underwriters shall have no liability, directly or indirectly, to the Depositor in respect of such fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Depositor.

No Fiduciary Duty. The Company acknowledges Borrower agrees that in connection with all aspects of the Loans contemplated by this Agreement and agrees that: any transactions in connection therewith, (i) (A) the purchase arranging and sale of other services regarding this Agreement provided by the Notes pursuant to this AgreementAdministrative Agent, including the determination of Lead Arranger and the public offering price of the Notes and any related discounts and commissions, is an Lenders are arm’s-length commercial transaction transactions between the CompanyBorrower and its Affiliates, on the one hand, and the several UnderwritersAdministrative Agent, the Lead Arranger and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the Company extent it has deemed appropriate, and (C) the Borrower is capable of evaluating and understanding evaluating, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated hereby and by this Agreementthe Notes; (ii) in connection with (A) the Administrative Agent, the Lead Arranger and each transaction contemplated hereby and the process leading to such transaction each Underwriter Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and is will not the financial be acting as an advisor, agent or fiduciary for the Borrower or any of the Company or its affiliatesAffiliates, stockholders, creditors or employees or any other party; Person and (iiiB) no Underwriter has assumed or will assume an advisoryneither the Administrative Agent, agency or fiduciary responsibility in favor of the Company with respect to Lead Arranger nor any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter Lender has any obligation to the Company Borrower or any of its Affiliates with respect to the offering transactions contemplated hereby except the those obligations expressly set forth herein and in this Agreementthe Notes; and (iviii) the several Underwriters Administrative Agent, the Lead Arranger and the Lenders and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company Borrower and that its Affiliates, and neither the several Underwriters have no Administrative Agent, the Lead Arranger nor any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted Borrower or any of its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriateAffiliates. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company hereby waives and releases, to To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that the Company it may have against the several Underwriters Administrative Agent, the Lead Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary dutyduty in connection with any aspect of any transaction contemplated hereby.

No Fiduciary Duty. The Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this AgreementOffered Securities, including the determination of the public offering price of the Notes such Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriterseach Underwriter, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) each Underwriter is acting solely in the capacity of an arm’s-length contractual counterparty to the Company in connection with each transaction contemplated hereby the offering of such Offered Securities and the process leading to such transaction each Underwriter is (including in connection with determining the terms of the offering) and has been acting solely not as a principal and is not financial advisor or a fiduciary to, or an Underwriter of, the financial advisor, agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or any other partyCompany; (iii) no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company with respect to any the offering of the transactions contemplated hereby such Offered Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby of the Offered Securities except the obligations expressly set forth in this Underwriting Agreement; and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of are not advising the Company and that the several Underwriters have no obligation as to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby matters in any jurisdiction and the Company has consulted shall consult with its own legaladvisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated by this Underwriting Agreement, accounting, regulatory and tax advisors the Underwriters shall have no responsibility or liability to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 dutythereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that: (i) that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Notes Offered Securities. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this AgreementAgreement entered into on an arm’s length basis, including and in no event do the determination of parties intend that the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between Underwriters act or be responsible as a fiduciary to the Company, on its management, shareholders or creditors or any other person in connection with any activity that the one handUnderwriters may undertake or have undertaken in furtherance of such purchase and sale of the Company’s securities, and either before or after the several Underwritersdate hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of either in connection with the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby Agreement or any matters leading up to such transactions, and the process leading Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transaction each Underwriter is transactions and has been that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or any other party; (iii) and no Underwriter has assumed or assumed, and no Underwriter will assume an advisoryassume, agency or fiduciary any advisory responsibility in favor favour of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such any Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 any fiduciary, advisory or fiduciary dutysimilar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Duty. The Company hereby acknowledges and agrees that: (i) that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Notes Company’s securities contemplated hereby. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this AgreementUnderwriting Agreement entered into on an arm’s length basis, including and in no event do the determination of parties intend that the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between Underwriters act or be responsible as a fiduciary to the Company, on its management, shareholders or creditors or any other person in connection with any activity that the one handUnderwriters may undertake or have undertaken in furtherance of such purchase and sale of the Company’s securities, and either before or after the several Underwritersdate hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of either in connection with the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby Underwriting Agreement or any matters leading up to such transactions, and the process leading Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transaction each Underwriter is transactions and has been that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting solely as a principal and is not the financial advisor, as an agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or any other party; (iii) and no Underwriter has assumed or assumed, and no Underwriter will assume an advisoryassume, agency or fiduciary any advisory responsibility in favor favour of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such any Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 any fiduciary, advisory or fiduciary dutysimilar duty to the Company in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions.

No Fiduciary Duty. The In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), Company acknowledges and agrees that: (i) (A) the purchase arranging and sale of other services regarding this Agreement provided by the Notes pursuant to this AgreementAdministrative Agent, including the determination of Arrangers, and the public offering price of the Notes and any related discounts and commissions, is an Banks are arm’s-length commercial transaction transactions between the CompanyCompany and its Affiliates, on the one hand, and the several UnderwritersAdministrative Agent, the Arrangers and the Banks, on the other hand, (B) the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Company is capable of evaluating and understanding evaluating, and understands and accepts accepts, the terms, risks and conditions of the transactions contemplated hereby and by this Agreementthe other Loan Documents; (ii) in connection with (A) the Administrative Agent, each transaction contemplated hereby Arranger and the process leading to such transaction each Underwriter Bank is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and is will not the financial be acting as an advisor, agent or fiduciary of for the Company or any of its affiliatesAffiliates, stockholders, creditors or employees or any other party; Person and (iiiB) no Underwriter has assumed or will assume an advisoryneither the Administrative Agent, agency or fiduciary responsibility in favor of the Company 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 on other matters) and no Underwriter Arranger nor any Bank has any obligation to the Company or any of its Affiliates with respect to the offering transactions contemplated hereby except the those obligations expressly set forth herein and in this Agreementthe other Loan Documents; and (iviii) the several Underwriters Administrative Agent, the Arrangers and the Banks 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 that its Affiliates, and neither the several Underwriters have no Administrative Agent, any Arranger, nor any Bank has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted or its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriateAffiliates. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company hereby waives and releases, to To the fullest extent permitted by law, the Company hereby waives and releases any claims that the Company it may have against the several Underwriters Administrative Agent, any Arranger or any Bank with respect to any breach or alleged breach of agency or fiduciary dutyduty in connection with any aspect of any transaction contemplated hereby.

No Fiduciary Duty. The Company and each Selling Stockholder acknowledges and agrees that: (i) the purchase and that in connection with this offering, sale of the Notes pursuant Stock or any other services the Underwriters may be deemed to this Agreementbe providing hereunder, including notwithstanding any preexisting relationship, advisory or otherwise and are not providing a recommendation or investment advice, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company, such Selling Stockholder, and any other person, on the one hand, and the Underwriters, on the other hand, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to either the Company or such Selling Stockholder, including, without limitation, with respect to the determination of the public offering price of the Notes Stock, and any related discounts and commissions, is an arm’s-length commercial transaction such relationship between the CompanyCompany and such Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, is entirely and the Company is capable of evaluating and understanding and understands and accepts the termssolely commercial, risks and conditions of the transactions contemplated based on arms-length negotiations and, as such, not intended for use by this Agreementany individual for personal, family or household purposes; (iic) in connection with each transaction contemplated hereby any duties and obligations that the process leading Underwriters may have 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 or its affiliates, stockholders, creditors or employees or any other partysuch Selling Stockholder shall be limited to those duties and obligations specifically stated herein; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (ivd) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve have interests that differ from those of the Company and such Selling Stockholder; (e) the purchase and sale of the Stock pursuant to this Agreement does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters and (f) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. The Company and such Selling Stockholder hereby (x) waive any claims that the several Company or such Selling Stockholder may have against the Underwriters have no obligation with respect to disclose any breach of such interests by virtue fiduciary duty in connection with this offering and (y) agree that none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any advisory, agency or fiduciary relationship; and (v) action by the Underwriters have not provided with respect to any entity or natural person. Each of the Company and such Selling Stockholder has consulted their own legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accountingfinancial, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements Moreover, each Selling Shareholder acknowledges and understandings (whether written agrees that, although the Representatives may be required or oral) between choose to provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures in connection with the Company offering, the Representatives and the several other Underwriters with respect are not making a recommendation to any Selling Stockholder to participate in the subject matter hereof. The Company hereby waives offering, enter into a “lock-up” agreement, or sell any Stock at the price determined in the offering, and releases, nothing set forth in such disclosures is intended to the fullest extent permitted by law, any claims suggest that the Company may have against the several Underwriters with respect to Representatives or any breach or alleged breach of agency or fiduciary dutyUnderwriter is making such a recommendation.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its 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 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 on other matters) and no Underwriter Initial Purchaser has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters Initial Purchasers have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters Initial Purchasers 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 Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase Selling Stockholders acknowledge and agree that in connection with this offering, sale of the Notes pursuant Stock or any other services the Underwriters may be deemed to this Agreementbe providing hereunder, including notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company, Selling Stockholders and any other person, on the one hand, and the Underwriters, on the other hand, exists; (b) the Underwriters are not acting as advisors, expert or otherwise and are not providing a recommendation or investment advice, to either the Company or the Selling Stockholders, including, without limitation, with respect to the determination of the public offering price of the Notes Stock, and any related discounts and commissions, is an arm’s-length commercial transaction such relationship between the CompanyCompany and the Selling Stockholders, on the one hand, and the several Underwriters, on the other hand, is entirely and the Company is capable of evaluating and understanding and understands and accepts the termssolely commercial, risks and conditions of the transactions contemplated based on arms-length negotiations and, as such, not intended for use by this Agreementany individual for personal, family or household purposes; (iic) in connection with each transaction contemplated hereby any duties and obligations that the process leading Underwriters may have 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 or its affiliates, stockholders, creditors or employees or any other partySelling Stockholders shall be limited to those duties and obligations specifically stated herein; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (ivd) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve have interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipSelling Stockholders; and (ve) does not constitute a solicitation of any action by the Underwriters. The Company and the Selling Stockholders hereby (x) waive any claims that the Company or the Selling Stockholders may have against the Underwriters have not provided with respect to any breach of fiduciary duty in connection with this offering and (y) agree that none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. Each of the Company and the Selling Stockholders has consulted their own legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accountingfinancial, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges Companies and agrees the Guarantors acknowledge and agree that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompanies and the Guarantors, on the one hand, and the several Underwriters, on the other hand, and the Company is Companies and the Guarantors are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company any Company, any Guarantor or its 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 any Company or any 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 any Company or any Guarantor on other matters) and no Underwriter has any obligation to the Company Companies or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 Companies and the Guarantors and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has Companies and the Guarantors have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between among the Company Company, the Guarantors and the several Underwriters with respect to the subject matter hereof. The Company Companies and the Guarantors hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Companies or any of the Guarantors may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersRepresentatives, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter Representative is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company Company, or its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter Representative has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Representative has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Representative has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters Representatives and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters Representatives have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship, except to the extent that any such engagement materially adversely impacts the ability of the several Representatives to perform their obligations hereunder; and (v) the Underwriters Representative have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters Representatives, 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 Representatives with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company acknowledges Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the underwriters, the Issuer and agrees the Selling Shareholders acknowledge and agree that: : (ia) nothing herein shall create a fiduciary or agency relationship between the Issuer and the Underwriters or any Selling Shareholder and the Underwriters; (b) the purchase and Underwriters are not acting as advisors, expert or otherwise, to the Issuer or the Selling Shareholders in connection with this offering, sale of the Notes pursuant Shares or any other services the Underwriters may be deemed to this Agreementbe providing hereunder, including the determination of including, without limitation, with respect to the public offering price of the Notes Shares; (c) the relationship between the Issuer or any Selling Shareholder and any related discounts the Underwriters is entirely and commissionssolely commercial, is an arm’sbased on arms-length commercial transaction negotiations; (d) any duties and obligations that the Underwriters may have to the Issuer and the Selling Shareholders shall be limited to those duties and obligations specifically stated herein; and (e) notwithstanding anything in this Underwriting Agreement to the contrary, the Issuer and the Selling Shareholders acknowledge that the Underwriters may have financial interests in the success of the offering that are not limited to the difference between the Company, on price to the one hand, public and the several Underwriters, on purchase price paid to the other hand, Issuer and the Company is capable of evaluating and understanding and understands and accepts Selling Shareholders by the terms, risks and conditions of Underwriters for the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby shares 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 or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose disclose, or account to the Issuer for, any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby additional financial interests. The Issuer and the Company has consulted its own legal, accounting, regulatory Selling Shareholders hereby waive and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company hereby waives and releasesrelease, to the fullest extent permitted by law, any claims that the Company Issuer and the Selling Shareholders may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company in connection with this offering, the sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the offering contemplated hereby except that are not limited to the obligations expressly set forth in this Agreement; (iv) difference between the several Underwriters price to the public and their respective affiliates the purchase price paid to the Company for the shares and such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company Company, and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereoffor any benefit they may derive from such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of its shareholders, managers, employees or creditors.

No Fiduciary Duty. The Company acknowledges Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Partnership Parties acknowledge and agrees that: agree that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the CompanyPartnership Parties, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Partnership Entities in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Partnership Parties, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the Company is capable price of evaluating the Units was established by the Partnership Entities and understanding the Underwriters based on discussions and understands arms’ length negotiations and accepts the Partnership Parties understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) any duties and obligations that the Underwriters may have to the Partnership Parties shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in connection with each transaction contemplated hereby this Agreement to the contrary, the Partnership Parties acknowledge that the Underwriters may have financial interests in the success of the Offering that are not limited to the difference between the price to the public and the process leading purchase price paid to the Partnership for the Units and such transaction each Underwriter is and has been acting solely as a principal and is not interests may differ from the financial advisor, agent or fiduciary interests of the Company or its affiliatesPartnership Parties, 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 and the Company 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereofPartnership Parties for any benefit they may derive from such additional financial interests. The Company Partnership Parties hereby waives waive and releasesrelease, to the fullest extent permitted by the applicable law, any claims that the Company they may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Partnership Parties in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Partnership Parties or any of their unitholders, managers, employees or creditors.

No Fiduciary Duty. The Company acknowledges Notwithstanding any pre-existing relationship, advisory or otherwise, between the Parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the TXO Parties acknowledge and agrees that: agree that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the CompanyTXO Parties, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to the TXO Parties in connection with the offering and sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units, and the TXO Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate; (iii) the relationship between the TXO Parties, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the Company is capable price of evaluating the Units was established by the TXO Parties and understanding the Underwriters based on discussions and understands arms’ length negotiations and accepts the TXO Parties understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) any duties and obligations that the Underwriters may have to the TXO Parties shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in connection with each transaction contemplated hereby this Agreement to the contrary, the TXO Parties acknowledge that the Underwriters may have financial interests in the success of the offering and sale of the Units that are not limited to the difference between the price to the public and the process leading purchase price paid to the Partnership for the Units and such transaction each Underwriter is and has been acting solely as a principal and is not interests may differ from the financial advisor, agent or fiduciary interests of the Company or its affiliatesTXO Parties, 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 and the Company 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereofTXO Parties for any benefit they may derive from such additional financial interests. The Company TXO Parties hereby waives waive and releasesrelease, to the fullest extent permitted by the applicable law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the TXO Parties in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the TXO Parties or any of their unitholders, managers, employees or creditors.

No Fiduciary Duty. The Each of the Company and the Guarantor acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Guarantor, on the one hand, and the several Underwriters, on the other hand, and each of the Company and the Guarantor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction the transactions contemplated hereby by this Agreement and the process leading to such transaction transactions, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its affiliatesthe 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 Guarantor with respect to any of the transactions contemplated hereby by this Agreement or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Guarantor on other matters) and no Underwriter has any obligation to the Company or the Guarantor with respect to the offering contemplated hereby of the Securities except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company or the Guarantor and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Securities and each of the Company and the Company Guarantor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Guarantor, on the one hand, and the several Underwriters Underwriters, on the other hand, with respect to the subject matter hereof. The Each of the Company and the Guarantor hereby waives and releases, to the fullest extent permitted by law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company acknowledges Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the underwriters, the Issuer and agrees the Selling Stockholder acknowledge and agree that: : (ia) nothing herein shall create a fiduciary or agency relationship between the Issuer and the Underwriters or between the Selling Stockholder and the Underwriters; (b) the purchase and Underwriters are not acting as advisors, expert or otherwise, to the Issuer or the Selling Stockholder in connection with this offering, sale of the Notes pursuant Shares or any other services the Underwriters may be deemed to this Agreementbe providing hereunder, including the determination of including, without limitation, with respect to the public offering price of the Notes Shares; (c) the relationships between the Issuer and any related discounts the Underwriters and commissionsbetween the Selling Stockholder and the Underwriters are entirely and solely commercial, is an arm’sbased on arms-length commercial transaction negotiations; (d) any duties and obligations that the Underwriters may have to the Issuer and the Selling Stockholder shall be limited to those duties and obligations specifically stated herein; and (e) notwithstanding anything in this Underwriting Agreement to the contrary, the Issuer and the Selling Stockholder acknowledge that the Underwriters may have financial interests in the success of the Offering that are not limited to the difference between the Company, on price to the one hand, public and the several Underwriters, on purchase price paid to the other hand, Issuer and the Company is capable of evaluating and understanding and understands and accepts Selling Stockholder by the terms, risks and conditions of Underwriters for the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby Shares 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 or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose disclose, or account to the Issuer or the Selling Stockholder for, any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby additional financial interests. The Issuer and the Company has consulted its own legal, accounting, regulatory Selling Stockholder hereby waive and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company hereby waives and releasesrelease, to the fullest extent permitted by law, any claims that the Company Issuer or the Selling Stockholder may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company acknowledges and agrees the Guarantors acknowledge and agree that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Guarantors, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and each of the Company and the Guarantors is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company Company, the Guarantors or its 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 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 on other matters) and no Underwriter Initial Purchaser has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has and the Guarantors have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company Company, the Guarantors and the several Underwriters Initial Purchasers with respect to the subject matter hereof. The Each of the Company and the Guarantors hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company Corporation hereby acknowledges and agrees that: (i) that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Notes Offered Securities. The Corporation further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this AgreementAgreement entered into on an arm’s length basis, including and in no event do the determination parties intend that the Underwriters act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of such purchase and sale of the public offering price of Corporation’s securities, either before or after the Notes and date hereof. The Underwriters hereby expressly disclaim any related discounts and commissionsfiduciary or similar obligations to the Corporation, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of either in connection with the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby Agreement or any matters leading up to such transactions, and the process leading Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transaction each Underwriter is transactions and has been that any opinions or views expressed by the Underwriters to the Corporation regarding such transactions, including any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Underwriters agree that the Underwriters are acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or any other party; (iii) Corporation and no Underwriter has assumed or assumed, and no Underwriter will assume an advisoryassume, agency or fiduciary any advisory responsibility in favor favour of the Company Corporation with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such any Underwriter has advised or is currently advising the Company Corporation on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof). The Company Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Corporation may have against the several Underwriters with respect to any breach or alleged breach of agency any fiduciary, advisory or fiduciary dutysimilar duty to the Corporation in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Duty. The Each of the Company and the Selling Shareholder acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-arm’s length commercial transaction between the CompanyCompany and the Selling Shareholder, on the one hand, and the several Underwriters, on the other hand, and each of the Company and the Selling Shareholder is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its the Selling Shareholder or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company or the 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 Selling Shareholder on other matters) and no Underwriter has any obligation to the Company or the Selling Shareholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 or the Selling Shareholder and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Selling Shareholder has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate; and (vi) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters with respect to any entity or natural person. The Selling Shareholder further acknowledges and agrees that, although the Underwriters may provide the Selling Shareholder with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the offering, the Underwriters are not making a recommendation to the Selling Shareholder to participate in the offering or sell any Securities at the price per share set forth in Schedule A, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company Company, the Selling Shareholder and the several Underwriters with respect to the subject matter hereof; provided, however, that Section 1.9 of the Registration Rights Agreement, dated as of September 4, 2020, among the Company and the Selling Shareholder, shall continue in full force and effect and shall not be subject to or limited by this Agreement. The Each of the Company and the Selling Shareholder hereby waives and releases, to the fullest extent permitted by law, any claims that each of the Company and the Selling Shareholder may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company hereby acknowledges and agrees that: that (ia) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersAgents and any affiliate through which they may be acting, on the other handother, (b) the Agents are acting as principal and not as an agent (except as may occur under Section 3(a) hereof, which the parties acknowledge is solely a contractual obligation) or fiduciary of the Company is capable and (c) the Company’s engagement of evaluating and understanding and understands and accepts the terms, risks and conditions of Agents in connection with the transactions contemplated by this Agreement; (ii) Agreement is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments 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 or 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 with respect to any of the transactions contemplated hereby or the process leading thereto offering (irrespective of whether such Underwriter any of the Agents has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Agents have rendered advisory services of any nature or respect, or owe an agency (except as may occur under Section 3(a) hereof, which the parties acknowledge is solely a contractual obligation) or fiduciary duty to the Company, in connection with the purchase and no Underwriter has any obligation sale of the Notes pursuant to this Agreement or the process leading to such purchase and sale. If the foregoing is in accordance with the Agents’ understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument along with respect to all counterparts will become a binding agreement between the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby Agents and the Company has consulted in accordance with its own legalterms. Very truly yours, accountingXXXXX FARGO & COMPANY By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Executive Vice President & Treasurer Accepted: XXXXX FARGO SECURITIES, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the LLC By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Managing Director Xxxxx Fargo Securities, LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 , Xxxxx Fargo & Company and the several Underwriters with respect to the subject matter hereof. The Company hereby waives and releases000 Xxxxx Xxxxxxx Xxxxxx, to the fullest extent permitted by lawXxxxx 40 MAC #D1056-409 Xxxxxxxxx, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.XX 00000-0000 Attention:

No Fiduciary Duty. The Company acknowledges and agrees that: (i) that each of Sales Agent, the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, Forward Seller and the several Underwriters, on the other hand, and the Company Forward Purchaser is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not in the financial advisor, agent or fiduciary capacity of the Company or 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 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 on other matters) and no Underwriter has any obligation arm’s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the transactions contemplated hereby or by the Master Forward Confirmation) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person and will not claim that Sales Agent, the Forward Seller or the Forward Purchaser is acting in such capacity in connection with the transactions contemplated hereby. None of Sales Agent, the Forward Seller or the Forward Purchaser and their respective Affiliates shall have obligations to the Company with respect to the transactions contemplated hereby except the obligations expressly set forth in this Agreement; (iv) Agreement and the several Underwriters Master Forward Confirmation, and each of Sales Agent, the Forward Seller and the Forward Purchaser and their respective affiliates Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company. Additionally, none of Sales Agent, the Forward Seller or the Forward Purchaser is advising the Company and that the several Underwriters have no obligation or any other person as to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice matters in any jurisdiction with respect to the offering transactions contemplated hereby hereby. In addition, each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and the Company has consulted its own legalcontribution provisions of Article VI, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereofis fully informed regarding such provisions. The Company hereby waives shall consult with its own advisors concerning such matters and releasesshall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and none of Sales Agent, the Forward Seller or the Forward Purchaser and their respective Affiliates shall have responsibility or liability to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect thereto. Any review by Sales Agent, the Forward Seller or the Forward Purchaser of the Company, the transactions contemplated hereby or other matters relating to any breach such transactions will be performed solely for the benefit of Sales Agent, the Forward Seller or alleged breach the Forward Purchaser, as the case may be and shall not be on behalf of agency or fiduciary dutythe Company.

No Fiduciary Duty. The Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, each of the Company and the Trust acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the CompanyCompany or the Trust, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company or the Trust in connection with the offering provided for herein, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Company and the Trust, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Units was established by the Company is capable and the Underwriters based on discussions and arms’ length negotiations and each of evaluating the Company and understanding the Trust understand and understands and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that the process leading Underwriters may have 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 or its affiliatesthe Trust shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, 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 with respect and the Trust acknowledge that the Underwriters may have financial interests in the success of this offering that are not limited to any of the transactions contemplated hereby or difference between the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising price to the Company on other matters) public and no Underwriter has any obligation the purchase price paid to the Company with respect to by the offering contemplated hereby except Underwriters for the obligations expressly set forth in this Agreement; (iv) the several Underwriters Units and their respective affiliates that such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company and that the several Trust, and the Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and Company or the Company has consulted its own legalTrust for any benefit that they may derive from, accounting, regulatory and tax advisors to the extent it deemed appropriatesuch additional financial interests. This Agreement supersedes all prior agreements and understandings (whether written or oral) between Each of the Company and the several Underwriters with respect to the subject matter hereof. The Company Trust hereby waives waive and releasesrelease, to the fullest extent permitted by applicable law, any claims that the Company or the Trust may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or the Trust in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, the Trust or any of their respective members, managers, employees or creditors.

No Fiduciary Duty. The Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, each of the Company acknowledges and agrees that: the Trust acknowledge and agree that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the CompanyCompany or the Trust, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company or the Trust in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Company and the Trust, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Units was established by the Company is capable and the Underwriters based on discussions and arms’ length negotiations and each of evaluating the Company and understanding the Trust understand and understands and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that the process leading Underwriters may have 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 or its affiliatesthe Trust shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility the Company and the Trust acknowledge that the Underwriters may have financial interests in favor the success of the Company 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 on other matters) and no Underwriter has any obligation Offering that are not limited to the Company with respect difference between the price to the offering contemplated hereby except public and the obligations expressly set forth in this Agreement; (iv) purchase price paid to the several Trust by the Underwriters for the Units and their respective affiliates that such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company and that the several Trust, and the Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and Company or the Company has consulted its own legalTrust for any benefit that they may derive from, accounting, regulatory and tax advisors to the extent it deemed appropriatesuch additional financial interests. This Agreement supersedes all prior agreements and understandings (whether written or oral) between Each of the Company and the several Underwriters with respect to the subject matter hereof. The Company Trust hereby waives waive and releasesrelease, to the fullest extent permitted by applicable law, any claims that the Company or the Trust may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or the Trust in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, the Trust or any of their respective members, managers, employees or creditors.

No Fiduciary Duty. The Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby the offering of the Shares and the process leading to such transaction thereto, each Underwriter is and has been acting solely as a principal and is not acting as the financial agent, fiduciary advisor, agent expert or fiduciary otherwise of the Company Company, any of its subsidiaries, or its affiliatesmanagers, stockholders, employees or creditors or employees or any other party; (iiiii) no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company with respect to any the offering of the transactions contemplated hereby Shares or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby of the Shares except the obligations expressly set forth in this Agreement, including, without limitation, with respect to the public offering price of the Shares; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iv) any duties and obligations that the several Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; (v) notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the 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 may have financial interests in the success of the Offering that are not limited to the several difference between the price to the public and the purchase price paid to the Company for the Shares and such interests may differ from the interests of the Company, and the Underwriters have no obligation to disclose disclose, or account to the Company for any of benefit they may derive from such interests by virtue of any advisory, agency or fiduciary relationshipadditional financial interests; and (vvi) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Shares and the Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, any of its subsidiaries, or its stockholders, managers, employees or creditors or any other party.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the Selling Stockholders hereby acknowledge that the Underwriter is acting solely as underwriter in connection with the purchase and sale of the Notes Shares. The Company and the Selling Stockholders further acknowledge that the Underwriter is acting pursuant to a contractual relationship created solely by this AgreementAgreement entered into on an arm's length basis, including and in no event do the determination parties intend that the Underwriter act or be responsible as a fiduciary to the Company or the Selling Stockholders, their respective management, stockholders or creditors or any other person in connection with any activity that the Underwriter may undertake or has undertaken in furtherance of the public offering price purchase and sale of the Notes and Shares, either before or after the date hereof. The Underwriter hereby expressly disclaims any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and fiduciary or similar obligations to the Company is capable of evaluating and understanding and understands and accepts or the termsSelling Stockholders, risks and conditions of either in connection with the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby Agreement or any matters leading up to such transactions, and the process leading Company and the Selling Stockholders each hereby confirms their understanding and agreement to such transaction that effect. The Company, the Selling Stockholders and the Underwriter agree that they are each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 responsible for making their own independent judgments with respect to any of such transactions and that any opinions or views expressed by the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholders regarding such transactions, including, but not limited to, any opinions or views with respect to the offering contemplated hereby except price or market for the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Shares, do not constitute advice or recommendations to the Company and that or the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriateSelling Stockholders. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the The Company and the several Underwriters with respect to the subject matter hereof. The Company Selling Stockholders hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company or the Selling Stockholders may have against the several Underwriters Underwriter with respect to any breach or alleged breach of agency any fiduciary or fiduciary dutysimilar duty to the Company or the Selling Stockholders in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Duty. The Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to either the Company in connection with this offering, the sale of the Offered Securities or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Offered Securities; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Offered Securities was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the offering contemplated hereby except that are not limited to the obligations expressly set forth in this Agreement; (iv) difference between the several Underwriters price to the public and their respective affiliates the purchase price paid to the Company for the Offered Securities and such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company Company, and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereoffor any benefit they may derive from such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty in connection with the transactions contemplated by this Agreement or fiduciary dutyany matters leading up to such transactions.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction that each Underwriter is and has been acting solely as a principal and is not in the financial advisor, agent or fiduciary capacity of the Company or 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 arm’s length contractual counterparty to the Company with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of such offering) and not as a financial advisor or a fiduciary to, or an agent of, any Company or any of its subsidiaries. Additionally, no Underwriter is advising the transactions contemplated hereby Company or any of its subsidiaries as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of the Certificates or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising AAG or the Company on other matters) ). Each Underwriter advises that it and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective its affiliates may be are engaged in a broad range of transactions securities and financial services and that it and its affiliates may enter into contractual relationships with purchasers or potential purchasers of the securities of the Company or its affiliates and that some of these services or relationships may involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have need not provided any legal, accounting, regulatory or tax advice with respect be disclosed to the offering contemplated hereby and the Company, unless otherwise required by law. The Company has consulted with its own legaladvisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, accounting, regulatory and tax advisors no Underwriter shall have any responsibility or liability to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written Company or oral) between the Company and the several Underwriters any of its subsidiaries or affiliates with respect thereto. Any review by any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the subject matter hereofbenefit of such Underwriter and shall not be on behalf of the Company. The Company hereby waives and releaseswaives, to the fullest extent permitted by law, any claims that the Company it may have against the several Underwriters with respect to any each Underwriter for breach of fiduciary duty or alleged breach of agency fiduciary duty and agrees that no Underwriter shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim.

No Fiduciary Duty. The Company Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters or the Company, each acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, experts or otherwise, to the Company in connection with this offering, the sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the offering contemplated hereby except that are not limited to the obligations expressly set forth in this Agreement; (iv) difference between the several Underwriters price to the public and their respective affiliates the purchase price paid to the Company for the shares and such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company Company, and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereoffor any benefit they may derive from such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by the applicable law, any claims that the Company it may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of their respective stockholders, directors, employees or creditors.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) that the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not in the financial advisor, agent or fiduciary capacity of the Company or 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 arm’s length contractual counterparty to the Company with respect to the offering of Class B Certificates contemplated hereby (including in connection with determining the terms of such offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any of its subsidiaries. Additionally, the transactions contemplated hereby Underwriter is not advising the Company or any of its subsidiaries as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of the Class B Certificates or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising AAG or the Company on other matters) ). The Underwriter advises that it and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective its affiliates may be are engaged in a broad range of transactions securities and financial services and that it and its affiliates may enter into contractual relationships with purchasers or potential purchasers of the securities of the Company or its affiliates and that some of these services or relationships may involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have need not provided any legal, accounting, regulatory or tax advice with respect be disclosed to the offering contemplated hereby and the Company, unless otherwise required by law. The Company has consulted with its own legaladvisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, accounting, regulatory and tax advisors the Underwriter shall not have any responsibility or liability to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written Company or oral) between the Company and the several Underwriters any of its subsidiaries or affiliates with respect thereto. Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the subject matter hereofbenefit of the Underwriter and shall not be on behalf of the Company. The Company hereby waives and releaseswaives, to the fullest extent permitted by law, any claims that the Company it may have against the several Underwriters with respect to any Underwriter for breach of fiduciary duty or alleged breach of agency fiduciary duty and agrees that the Underwriter shall not have any liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim.

No Fiduciary Duty. The Company acknowledges Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters and agrees that: the Partnership Entities acknowledge and agree that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the CompanyPartnership Entities, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to the Partnership Entities in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Partnership Entities, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the Company is capable price of evaluating the Units was established by the Partnership Parties and understanding the Underwriters based on discussions and understands arms’ length negotiations and accepts the Partnership Entities understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) any duties and obligations that the Underwriters may have to the Partnership Entities shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in connection with each transaction contemplated hereby this Agreement to the contrary, the Partnership Entities acknowledge that the Underwriters may have financial interests in the success of this offering that are not limited to the difference between the price to the public and the process leading purchase price paid to the Partnership by the Underwriters for the Units and that such transaction each Underwriter is and has been acting solely as a principal and is not interests may differ from the financial advisor, agent or fiduciary interests of the Company or 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 Partnership Entities and the Company 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereofPartnership Entities for any benefit they may derive from such additional financial interests. The Company Partnership Entities hereby waives waive and releasesrelease, to the fullest extent permitted by applicable law, any claims that the Company Partnership Entities may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Partnership Entities in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Partnership Entities or any of their respective members, managers, employees or creditors.

No Fiduciary Duty. The Each of the Company and the Guarantor acknowledges and agrees that: (i) the purchase and sale of the Notes and the Guarantees pursuant to this Agreement, including the determination of the public offering price of the Notes and the Guarantees and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Guarantor, on the one hand, and the several Underwriters, on the other hand, and each of the Company and the Guarantor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its the Guarantor or their 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 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 Guarantor on other matters) and no Underwriter has any obligation to the Company or the Guarantor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 or the Guarantor and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company and the Guarantor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Guarantor, on the one hand, and the several Underwriters Underwriters, on the other hand, with respect to the subject matter hereof. The Each of the Company and the Guarantor hereby waives and releases, to the fullest extent permitted by law, any claims that each of the Company and the Guarantor may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Initial Purchasers, each of the Inergy Parties acknowledges and agrees that: (i) the purchase and sale nothing herein shall create a fiduciary or agency relationship between any of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyInergy Parties, on the one hand, and the several UnderwritersInitial Purchasers, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreementother; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been Initial Purchasers are not acting solely as a principal and is not the financial advisoradvisors, agent expert or fiduciary of the Company or its affiliatesotherwise, 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 with respect to any of the transactions contemplated hereby Inergy Parties in connection with this offering, the sale of the Notes or any other services the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation Initial Purchasers may be deemed to the Company be providing hereunder, including, without limitation, with respect to the offering contemplated hereby except price of the obligations expressly set forth in this AgreementNotes; (iii) the relationship between the Inergy Parties, on the one hand, and the Initial Purchasers, on the other, is entirely and solely commercial, based on arms-length negotiations; (iv) any duties and obligations that the several Underwriters and their respective affiliates Initial Purchasers may be engaged in a broad range of transactions that involve interests that differ from those have to any of the Company Inergy Parties shall be limited to those duties and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipobligations specifically stated herein; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect notwithstanding anything in this Agreement to the contrary, the Inergy Parties acknowledge that the Initial Purchasers may have financial interests in the success of the offering contemplated hereby that are not limited to the difference between the price to the public and the Company has consulted its own legal, accounting, regulatory and tax advisors purchase price paid to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between Inergy Parties by the Company Initial Purchasers for the Notes, and the several Underwriters with respect Initial Purchasers have no obligation to disclose, or account to the subject matter hereofInergy Parties for, any of such additional financial interests. The Company Each of the Inergy Parties hereby waives and releases, to the fullest extent permitted by law, any claims that any of the Company Inergy Parties may have against the several Underwriters Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary dutyduty with respect to the transactions contemplated by this Agreement.

No Fiduciary Duty. The Notwithstanding any pre-existing relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: the Selling Stockholder acknowledge and agree that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the CompanyCompany and the Selling Stockholder, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and are not acting as advisors, expert or otherwise, to the Company or the Selling Stockholder in connection with this offering, the sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (iii) the relationship between the Company and the Selling Stockholder, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Shares was established by the Selling Stockholder and the Underwriters based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding the Selling Stockholder understand and understands and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect and the Selling Stockholder shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of contrary, the Company and the Selling Stockholder acknowledge that the several Underwriters may have financial interests in the success of this public offering that are not limited to the difference between the price to the public and the purchase price paid to the Selling Stockholder for the shares and such interests may differ from the interests of the Selling Stockholder, and the Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriateSelling Stockholder for any benefit they may derive from such additional financial interests. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the The Company and the several Underwriters with respect to the subject matter hereof. The Company Selling Stockholder hereby waives waive and releasesrelease, to the fullest extent permitted by the applicable law, any claims that the Company they may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Company or the Selling Stockholder in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, the Selling Stockholder or any of the other stockholders, managers, employees or creditors of the Company.

No Fiduciary Duty. The Company hereby acknowledges and agrees that: that (ia) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several UnderwritersUnderwriters and any affiliate through which it may be acting, on the other handother, and (b) the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been Underwriters are acting solely as a principal and is not the financial advisor, as an agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or and (c) the Company’s engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other party; (iii) capacity and no Underwriter has assumed or will assume an advisory, agency advisory or fiduciary responsibility in favor of the Company 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 on other matters) and no Underwriter has or any other obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; , and (ivd) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those none of the Company and that activities of the several Underwriters have no obligation to disclose any of such interests by virtue in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any advisory, agency or fiduciary relationship; and (v) action by the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to any entity or natural person. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering contemplated hereby (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters) and the Company has consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or oral) between the Company and the several Underwriters with respect respect, or owe an agency, fiduciary or similar duty to the subject matter hereof. The Company hereby waives and releasesCompany, to in connection with such transaction or 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 dutyprocess leading thereto.

No Fiduciary Duty. The Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by any of the Underwriters, the Company acknowledges and agrees that: that (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction nothing herein shall create a fiduciary or agency relationship between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) the Underwriters have been retained solely to act as underwriters and, except to the extent set out in clause (xi) of Section 7 hereof are not acting as advisors, expert or otherwise, to either the Company in connection with this offering, the sale of the Units or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Units; (iii) the relationship between the Company, on the one hand, and the Underwriters, on the other hand, is entirely and solely commercial, and the price of the Units was established by the Company and the Underwriters based on discussions and arms’ length negotiations and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iiiv) in connection with each transaction contemplated hereby any duties and obligations that 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 or 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 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect shall be limited to those duties and obligations specifically stated herein; and (v) notwithstanding anything in this Agreement to the offering contemplated hereby except contrary, the obligations expressly set forth Company acknowledges that the Underwriters may have financial interests in this Agreement; (iv) the several success of the Offering that are not limited to the difference between the price to the public and the purchase price paid to the Company by the Underwriters for the Units and their respective affiliates that such interests may be engaged in a broad range of transactions that involve interests that differ from those the interests of the Company Company, and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisorydisclose, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect account to the offering contemplated hereby and the Company has consulted its own legalfor any benefit that they may derive from, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereofsuch additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by applicable law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency fiduciary duty and agree that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company or any of their respective members, managers, employees or creditors.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-arm’s length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction the offering and sale of the Securities contemplated hereby 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 or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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 Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this AgreementNotwithstanding any preexisting relationship, including the determination of the public offering price of the Notes and any related discounts and commissionsadvisory or otherwise, is an arm’s-length commercial transaction between the Companyparties or any oral representations or assurances previously or subsequently made by the underwriters, the Company and Retail Ventures acknowledge and agree that: (a) nothing herein shall create a fiduciary or agency relationship between the Company or Retail Ventures, on the one hand, and the several Underwriters, on the other; (b) the Underwriters are not acting as advisors, expert or otherwise, to either the Company or Retail Ventures in connection with this offering, sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, including, without limitation, with respect to the public offering price of the Shares; (c) the relationship between the Company and Retail Ventures, on the one hand, and the Company Underwriters, on the other, is capable of evaluating entirely and understanding solely commercial, based on arms-length negotiations; (d) any duties and understands and accepts obligations that the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading Underwriters may have 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 or its affiliatesRetail Ventures shall be limited to those duties and obligations specifically stated herein; and (e) notwithstanding anything in this Underwriting Agreement to the contrary, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility the Company and Retail Ventures acknowledge that the Underwriters may have financial interest in favor the success of the Company with respect Offering that are not limited to any of the transactions contemplated hereby or difference between the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising price to the Company on other matters) public and no Underwriter has any obligation the purchase price paid to the Company with respect to by the offering contemplated hereby except Underwriters for the obligations expressly set forth in this Agreement; (iv) shares and 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 that the several Underwriters have no obligation to disclose disclose, or account to the Company or Retail Ventures for, any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereofadditional financial interests. The Company and Retail Ventures hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company or Retail Ventures may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company Each of the Transaction Entities acknowledges and agrees thatthat in connection with this offering, sale of the Shares or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between any Transaction Entity and any other person, on the one hand, and the Underwriters, on the other, exists in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Notes Company’s securities, either before or after the date hereof; (ii) the Underwriters are not acting as advisors, expert or otherwise, to any of the Transaction Entities, including, without limitation, with respect to the determination of the public offering price of the Shares, and the purchase and sale of the Shares pursuant to this Agreement, including the determination of the initial public offering price of the Notes Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 any duties and obligations that the Company 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect Transaction Entities shall be limited to the offering contemplated hereby except the those duties and obligations expressly set forth in this Agreementspecifically stated herein; and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve have interests that differ from those of the Company and that Transaction Entities. Each of the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company Transaction Entities hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Transaction Entities may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyduty in connection with this offering.

No Fiduciary Duty. The Company acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction that each Underwriter is and has been acting solely as a principal and is not in the financial advisor, agent or fiduciary capacity of the Company or 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 arm’s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of such offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any of its subsidiaries. Additionally, no Underwriter is advising the transactions contemplated hereby Company or any of its subsidiaries as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of the Shares or the process leading thereto (irrespective of whether such the Underwriter has advised or is currently advising American or the Company on other matters) ). Each Underwriter advises that it and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective its affiliates may be are engaged in a broad range of transactions securities and financial services and that it and its affiliates may enter into contractual relationships with purchasers or potential purchasers of the securities of the Company or its affiliates and that some of these services or relationships may involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have need not provided any legal, accounting, regulatory or tax advice with respect be disclosed to the offering contemplated hereby and the Company, unless otherwise required by law. The Company has consulted with its own legaladvisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, accounting, regulatory and tax advisors no Underwriter shall have any responsibility or liability to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written Company or oral) between the Company and the several Underwriters any of its subsidiaries or affiliates with respect thereto. Any review by any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the subject matter hereofbenefit of such Underwriter and shall not be on behalf of the Company. The Company hereby waives and releaseswaives, to the fullest extent permitted by law, any claims that the Company it may have against the several Underwriters with respect to any each Underwriter for breach of fiduciary duty or alleged breach of agency fiduciary duty and agrees that no Underwriter shall have any liability (whether direct or indirect) to the Company in respect of such a fiduciary dutyduty claim.

No Fiduciary Duty. The Company Corporation hereby acknowledges and agrees that: (i) that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Notes Offered Shares. The Corporation further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this AgreementAgreement entered into on an arm’s length basis, including and in no event do the determination parties intend that the Underwriters act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of such purchase and sale of the public offering price of Corporation’s securities, either before or after the Notes and date hereof. The Underwriters hereby expressly disclaim any related discounts and commissionsfiduciary or similar obligations to the Corporation, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of either in connection with the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby Agreement or any matters leading up to such transactions, and the process leading Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transaction each Underwriter is transactions and has been that any opinions or views expressed by the Underwriters to the Corporation regarding such transactions, including any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Underwriters agree that the Underwriters are acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or any other party; (iii) Corporation and no Underwriter has assumed or assumed, and no Underwriter will assume an advisoryassume, agency or fiduciary any advisory responsibility in favor favour of the Company Corporation with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such any Underwriter has advised or is currently advising the Company Corporation on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof). The Company Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Corporation may have against the several Underwriters with respect to any breach or alleged breach of agency any fiduciary, advisory or fiduciary dutysimilar duty to the Corporation in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Duty. The Company hereby acknowledges and agrees thatthat in connection with the sale of the Shares or any other services the Manager may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Manager: (i) no fiduciary or agency relationship between the purchase Company and sale of any other person, on the Notes pursuant one hand, and the Manager, on the other, exists; (ii) the Manager is not acting as advisor, expert or otherwise, to this Agreementthe Company, including including, without limitation, with respect to the determination of the public offering sale price of the Notes Shares, and any related discounts and commissions, is an arm’s-length commercial transaction such relationship between the Company, on the one hand, and the several UnderwritersManager, on the other handother, is entirely and the Company is capable of evaluating and understanding and understands and accepts the termssolely commercial, 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 or its affiliates, stockholders, creditors or employees or any other partybased on arm’s-length negotiations; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any duties and obligations that the Company 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 on other matters) and no Underwriter has any obligation Manager may have to the Company with respect shall be limited to the offering contemplated hereby except the those duties and obligations expressly set forth in this Agreementspecifically stated herein; and (iv) the several Underwriters Manager and their respective its affiliates may be engaged in a broad range of transactions that involve have interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereofCompany. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters Manager with respect to any breach of fiduciary duty in connection with the offering. If the foregoing correctly sets forth the understanding between the Company and the Manager, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company and the Manager. Very truly yours, COMPANY: MAIN STREET CAPITAL CORPORATION By Name: Xxxxxxx X. Xxxxxx Title: Chief Executive Officer ACCEPTED as of the date first above written [·] Name: Title: [Insert Bank & Address] Ladies and Gentlemen: Main Street Capital Corporation, a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Equity Distribution Agreement, dated [DATE] (the “Equity Distribution Agreement”), by and between the Company and [·] (the “Manager”), to issue and sell to the Manager the securities specified in Schedule I hereto (the “Purchased Securities”)[, and solely for the purpose of covering over-allotments, to grant to the Manager the option to purchase the additional securities specified in Schedule I hereto (the “Additional Securities”)]. [The Manager shall have the right to purchase from the Company all or alleged breach a portion of agency the Additional Securities as may be necessary to cover over-allotments made in connection with the offering of the Purchased Securities, at the same purchase price per share to be paid by the Manager to the Company for the Purchased Securities. This option may be exercised by the Manager at any time (but not more than once) on or fiduciary dutybefore the 30th day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Securities as to which the option is being exercised, and the date and time when the Additional Securities are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Time of Delivery (as set forth in Schedule I hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Securities shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Purchased Securities.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by the Manager, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement[ and][,] the Time of Delivery[ and any Option Closing Date], except that each representation and warranty in Section 2 of the Equity Distribution Agreement which makes reference to the Prospectus (as therein defined) shall be deemed to be a representation and warranty as of the date of the Equity Distribution Agreement in relation to the Prospectus, and also a representation and warranty as of the date of this Terms Agreement[ and] [,] the Time of Delivery[ and any Option Closing Date] in relation to the Prospectus as amended and supplemented to relate to the Purchased Securities. [An amendment to the Registration Statement (as defined in the Equity Distribution Agreement), or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities[ and the Additional Securities], in the form heretofore delivered to the Manager is now proposed to be filed with the Commission.] Subject to the terms and conditions set forth herein and in the Equity Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Manager and the latter agrees to purchase from the Company the number of shares of the Purchased Securities at the time and place and at the purchase price set forth in Schedule I hereto. All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Equity Distribution Agreement. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Manager and the Company. Very truly yours, COMPANY: MAIN STREET CAPITAL CORPORATION By Name: Title: ACCEPTED as of the date first above written [·] Name: Title: Title of Purchased Securities[ and Additional Securities]: Common Stock, par value $0.01 per share Number of Purchased Securities: [Number of Additional Securities:] [Price to Public:] Purchase Price by the Manager: Method of and Specified Funds for Payment of Purchase Price: By wire transfer to a bank account specified by the Company in same day funds.

No Fiduciary Duty. The Each of the Company and the Guarantors acknowledges and agrees that: (i) the purchase and sale of the Notes Securities pursuant to this Agreement, including the determination of the public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the CompanyCompany and the Guarantors, on the one hand, and the several Underwriters, on the other hand, and each of the Company and the Guarantors is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company Company, the Guarantors or its 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 any of the Guarantors on other matters) and no Underwriter has any obligation to the Company or the Guarantors with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has and the Guarantors have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company Company, the Guarantors and the several Underwriters with respect to the subject matter hereof. The Each of the Company and the Guarantors hereby waives and releases, to the fullest extent permitted by law, any claims that the Company or the Guarantors may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

No Fiduciary Duty. The Company Corporation hereby acknowledges and agrees that: (ithat:(a) the purchase and sale of the Notes Units pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the CompanyCorporation, on the one hand, and the several UnderwritersUnderwriters and any affiliate through which they may be acting, on the other handother, (b) the Underwriters are acting as principals and not as an agents or fiduciaries of the Corporation, and (c) the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions engagement of the transactions contemplated Underwriters by this Agreement; (ii) the Corporation in connection with each transaction contemplated hereby the Offering and the process leading up to such transaction each Underwriter the Offering is as independent contractors and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or in any other party; (iii) no Underwriter has assumed or will assume an advisorycapacity. Furthermore, agency or fiduciary responsibility the Corporation agrees that it is solely responsible for making its own judgments in favor of connection with the Company with respect to any of the transactions contemplated hereby or the process leading thereto Offering (irrespective of whether such Underwriter any of the Underwriters has advised or is currently advising the Company Corporation on related or other matters) and no Underwriter has any obligation ). The Corporation agrees that it will not claim that the Underwriters owe an agency, fiduciary or similar duty to the Company Corporation in connection with respect such transaction or the process leading thereto. If this offer accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Corporation please communicate your acceptance by executing where indicated below and returning by facsimile one copy and returning by courier one originally executed copy to the offering contemplated Underwriters. Yours very truly, “Xxxxx Xxxxxxx” Xxxxx Xxxxxxx Authorized Signing Officer “Xxxxx Xxxxxxxx” Xxxxx Xxxxxxxx Authorized Signing Officer “Xxxxxx Xxxxxx” Xxxxxx Xxxxxx Authorized Signing Officer The foregoing is hereby except accepted and agreed to by the obligations expressly set forth undersigned as of the date first written above. “Xxxxxxx Xxxxxx” Xx. Xxxxxxx Xxxxxx Chairman and Chief Executive Officer As used in this Agreement; (iv) schedule, the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of following terms shall have the Company and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters 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.meanings indicated:

No Fiduciary Duty. The Company Each of the Transaction Entities acknowledges and agrees thatthat in connection with this offering, sale of the Securities or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between any Transaction Entity and any other person, on the one hand, and the Underwriters, on the other, exists in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Notes Company’s securities, either before or after the date hereof; (ii) the Underwriters are not acting as advisors, expert or otherwise, to any of the Transaction Entities, including, without limitation, with respect to the determination of the public offering price of the Securities, and the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Notes Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 any duties and obligations that the Company 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 on other matters) and no Underwriter has any obligation Underwriters may have to the Company with respect Transaction Entities shall be limited to the offering contemplated hereby except the those duties and obligations expressly set forth in this Agreementspecifically stated herein; and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve have interests that differ from those of the Company and that Transaction Entities. Each of the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereof. The Company Transaction Entities hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Transaction Entities may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary dutyduty in connection with this offering.

No Fiduciary Duty. The Company Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the underwriters, the Issuer acknowledges and agrees that: : (ia) nothing herein shall create a fiduciary relationship between the Issuer and the Underwriters; (b) the purchase and Underwriters are not acting as advisors, expert or otherwise, to the Issuer in connection with this offering, sale of the Notes pursuant Shares or any other services the Underwriters may be deemed to this Agreementbe providing hereunder, including the determination of including, without limitation, with respect to the public offering price of the Notes Shares; (c) the relationship between the Issuer and any related discounts the Underwriters is entirely and commissionssolely commercial, is an arm’sbased on arms-length commercial transaction negotiations; (d) any duties and obligations that the Underwriters may have to the Issuer shall be limited to those duties and obligations specifically stated herein; and (e) notwithstanding anything in this Underwriting Agreement to the contrary, the Issuer acknowledges that the Underwriters may have financial interests in the success of the Offering that are not limited to the difference between the Company, on price to the one hand, public and the several Underwriters, on purchase price paid to the other hand, Issuer by the Underwriters for the shares and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or 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 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 on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) 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 that the several Underwriters have no obligation to disclose disclose, or account to the Issuer for, any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the several Underwriters with respect to the subject matter hereofadditional financial interests. The Company Issuer hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Issuer may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.