Common use of No Fiduciary Duty Clause in Contracts

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor or fiduciary of the Company or any other person, (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) 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 capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor or fiduciary of the Company or any other person, (c) neither the Representative Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) 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 capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase offering and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it an Underwriter may be acting, on the other, (b) the Underwriters are acting as principal and have not as assumed an agent, financial advisor advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether any other person, (c) neither the Representative nor any other Underwriter has advised or is currently advising the Company on related or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdictionmatters), and (dc) the Company’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering 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 the Offering offering (irrespective of whether any of the Underwriters Underwriter has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have any Underwriter has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company and the Selling Stockholders hereby acknowledges and agrees acknowledge that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the CompanyCompany and the Selling Stockholders, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person, the Selling Stockholders and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees and the Selling Stockholders agree that it is they are solely responsible for making its their own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company or any Selling Stockholder on related or other matters). The Company agrees and the Selling Stockholders agree that it they will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the CompanyCompany or any of the Selling Stockholders, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees the Issuer each acknowledge and agree that (a) the purchase and sale of the Offered Securities pursuant to this Agreement is an arm’s-length commercial transaction between the CompanyCompany and the Issuer, on the one hand, and the Underwriters and any affiliate through which it may be actingseveral Underwriters, on the other, (b) in connection therewith and with the Underwriters are process leading to such transaction each Underwriter is acting solely as a principal and not as an agent, financial advisor the agent or fiduciary of the Company or any other personthe Issuer, (c) neither the Representative nor any other no Underwriter is advising has assumed an advisory or fiduciary responsibility in favor of the Company or any other person as the Issuer with respect to any legal, tax, investment, accounting the offering contemplated hereby or regulatory matters in any jurisdiction, and (d) 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 capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering thereto (irrespective of whether any of the Underwriters such Underwriter has advised or is currently advising the Company or the Issuer on related or other matters)) or any other obligation to the Company or the Issuer except the obligations expressly set forth in this Agreement and (d) each of the Company and the Issuer have consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees and the Issuer each agree that it will not claim that the Underwriters have Underwriters, or any of them, has rendered advisory services of any nature or respect, or owe an agency, owes a fiduciary or similar duty to the CompanyCompany or the Issuer, 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 Issuer and the Underwriters, or any of them, with respect to the subject matter hereof.

No Fiduciary Duty. The Company and the Guarantor hereby acknowledges and agrees acknowledge that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the CompanyCompany and the Guarantor, on the one hand, and the Underwriters and any affiliate through which it any of them may be acting, on the otherother hand, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person, the Guarantor and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement and the Guarantor’s engagements of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, each of the Company and the Guarantor agrees that it is solely responsible for making its own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company or the Guarantor on related or other matters). The Each of the Company and the Guarantor agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respectrespect in connection with the offering of the Securities, or owe an agency, fiduciary or similar duty to the CompanyCompany or the Guarantor, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor or fiduciary of the Company or any other person, (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, jurisdiction and (d) 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 capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase offering and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate affiliates through which it they may be acting, on the other, and in connection therewith and the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (b) the Underwriters are acting as principal and have not as assumed an agent, financial advisor advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or any other person, the process leading thereto (c) neither irrespective of whether the Representative nor any other Underwriter is Underwriters have advised or are currently advising the Company on related or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdictionmatters), and (dc) the Company’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering 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 the Offering offering (irrespective of whether any of the Underwriters has have advised or is are currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person, and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering 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 the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). 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. The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company Each of the Company, the Adviser and the Administrator hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, the Adviser and the Administrator, on the one hand, and the Underwriters and any affiliate through which it they may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company Company, the Adviser or any other person, the Administrator and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s, the Adviser’s and the Administrator’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, each of the Company Company, the Adviser and the Administrator agrees that it is solely responsible for making its own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company Company, the Adviser or the Administrator on related or other matters). The Company Each of the Company, the Adviser and the Administrator agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, the Adviser or the Administrator in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that That (ai) the purchase and sale of the Securities Units pursuant to this Agreement is an arm’s-length commercial transaction between the CompanyPartnership, on the one hand, and the Underwriters and any affiliate through which it may be actingseveral Underwriters, on the other, (bii) in connection therewith and with the Underwriters are process leading to such transaction each Underwriter is acting solely as a principal and not as an agent, financial advisor the agent or fiduciary of the Company Partnership or any of the other personPartnership Entities, (ciii) neither no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Representative nor any other Underwriter is advising the Company Partnership or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters in connection other Partnership Entities with respect to the Offering and offering contemplated hereby or the process leading up to the Offering 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 the Offering thereto (irrespective of whether any of the Underwriters such Underwriter has advised or is currently advising the Company Partnership or any of the other Partnership Entities on related or other matters)) or any other obligation to the Partnership except the obligations expressly set forth in this Agreement and (iv) each of the Partnership Entities has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company Each of the Calumet Parties agrees that it will not claim that the Underwriters have Underwriters, or any of them, has rendered advisory services of any nature or respect, or owe an agency, owes a fiduciary or similar duty to the CompanyPartnership or any of the other Partnership Entities, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (ai) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, Company and the Underwriters and any affiliate through which it may be acting, on the otherseveral Underwriters, (bii) in connection therewith and with the Underwriters are process leading to such transaction each Underwriter is acting solely as a principal and not as an agent, financial advisor the agent or fiduciary of the Company or any other personCompany, (ciii) neither the Representative nor any other no Underwriter is advising has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) 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 capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering thereto (irrespective of whether any of the Underwriters such Underwriter has advised or is currently advising the Company on related or other matters)) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) it has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters have Underwriters, or any of them, has rendered advisory services of any nature or respect, or owe an agency, owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company Company, the Operating Partnership and the Selling Stockholders hereby acknowledges and agrees acknowledge that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, the Operating Partnership and the Selling Stockholders, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, other hand; (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other personCompany, the Operating Partnership and the Selling Stockholders; and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s and Selling Stockholders’ engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees Company, the Operating Partnership and the Selling Stockholders agree that it is they are solely responsible for making its their own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company Company, the Operating Partnership or the Selling Stockholders on related or other matters). The Company agrees Company, the Operating Partnership and the Selling Stockholders agree that it they will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, the Operating Partnership and the Selling Stockholders, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company Company, the Operating Partnership and the Manager hereby acknowledges acknowledge and agrees agree that (a) the purchase and sale of the Securities Notes pursuant to this Agreement is an arm’s-length commercial transaction between the CompanyCompany and the Operating Partnership, on the one hand, and the Underwriters and any affiliate through which it they may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company Company, the Operating Partnership or any other person, the Manager and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s and the Operating Partnership’s engagement of the Underwriters in connection with the Offering offering of the Notes and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees Company, the Operating Partnership and the Manager agree that it each of them is solely responsible for making its their own judgments in connection with the Offering offering of the Notes (irrespective of whether any of the Underwriters has have advised or is are currently advising the Company Company, the Operating Partnership or the Manager on related or other matters). The Company Each of the Company, the Operating Partnership and the Manager agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty duty, to the Company, the Operating Partnership or the Manager, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor or fiduciary of the Company or any other person, (c) neither the Representative Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) 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 capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase offering and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it an Underwriter may be acting, on the other, (b) the Underwriters are acting as principal and have not as assumed an agent, financial advisor advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether any other person, (c) neither the Representative nor any other Underwriter has advised or is currently advising the Company on related or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdictionmatters), and (dc) the Company’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it the Company is solely responsible for making its own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters Underwriter has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have any Underwriter has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company Each of the Company, the Adviser and the Administrator hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, the Adviser and the Administrator, on the one hand, and the Underwriters and any affiliate through which it they may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company Company, the Adviser or any other person, the Administrator and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s, the Adviser’s and the Administrator’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, each of the Company Company, the Adviser and the Administrator agrees that it is solely responsible for making its own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company Company, the Adviser or the Administrator on related or other matters). The Company Each of the Company, the Adviser and the Administrator agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the CompanyCompany or Adviser, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor or fiduciary of the Company or any other person, (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, jurisdiction and (d) 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 capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. 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.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (ai) the purchase and sale of the Securities Offered Shares pursuant to this Underwriting Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it they may be acting, on the other, (bii) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person, (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (diii) the Company’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering 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 the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. The Company has consulted its own legal and financial advisors to the extent it deemed appropriate, and any review by the Representatives and the other Underwriters of the Company, the offering, the terms of the Offered Shares and other matters relating thereto will be performed solely for the benefit of the Representatives and Underwriters and shall not be on behalf of the Company or any other person.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement Agreement, including the determination of the initial offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or its stockholders, creditors, employees or any other personparty, (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) 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 capacitycapacity and (d) 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. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person, and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering 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 the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. Any review by the Representative and the other 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.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (ai) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, other hand; (bii) the Underwriters are acting as principal and not as an agent, financial advisor or fiduciary of the Company or any other person, ; (ciii) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, ; and (div) 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 capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company Each of the Company, the Operating Partnership and each Selling Stockholder hereby acknowledges and agrees acknowledge that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, Selling Stockholders on the one hand, and the Underwriters and any affiliate through which it any of them may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person, Selling Stockholders and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees Company, the Operating Partnership and each of the Selling Stockholders agree that it each of them is solely responsible for making its own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company any of them on related or other matters). The Company Company, the Operating Partnership and each Selling Stockholder each agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, the Operating Partnership or such Selling Stockholder in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company Each of the Company, the Adviser and the Administrator hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, the Adviser and the Administrator, on the one hand, and the Underwriters and any affiliate through which it they may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company Company, the Adviser or any other person, the Administrator and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s, the Adviser’s and the Administrator’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, each of the Company Company, the Adviser and the Administrator agrees that it is solely responsible for making its own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company Company, the Adviser or the Administrator on related or other matters). The Company Each of the Company, the Adviser and the Administrator agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Adviser or the Administrator in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be actingseveral Underwriters, on the other, ; (b) in connection therewith and with the Underwriters are process leading to such transaction each Underwriter is acting solely as a principal and not as an agent, financial advisor the agent or fiduciary of the Company or any other person, Company; (c) neither the Representative nor any other no Underwriter is advising has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) 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 capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering thereto (irrespective of whether any of the Underwriters such Underwriter has advised or is currently advising the Company on related or other matters)) or any other obligation to the Company except the obligations expressly set forth in this Agreement; and (d) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters have Underwriters, or any of them, has rendered advisory services of any nature or respect, or owe an agency, owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (ai) the purchase and sale of the Securities Units pursuant to this Agreement is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be actingseveral Underwriters, on the other, (bii) in connection therewith and with the Underwriters are process leading to such transaction each Underwriter is acting solely as a principal and not as an agent, financial advisor the agent or fiduciary of the Company or any other personCompany, (ciii) neither the Representative nor any other no Underwriter is advising has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) 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 capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering thereto (irrespective of whether any of the Underwriters such Underwriter has advised or is currently advising the Company on related or other matters)) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters have Underwriters, or any of them, has rendered advisory services of any nature or respect, or owe an agency, owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor or fiduciary of the Company or any other person, (c) neither the Representative Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, jurisdiction and (d) 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 capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company Each of the Company, the Operating Partnership and the Manager hereby acknowledges and agrees acknowledge that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, the Operating Partnership and the Manager, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company Company, the Operating Partnership or any other person, the Manager and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters in connection with the Offering offering of the Securities and the process leading up to the Offering such offering is as independent contractors and not in any other capacity. Furthermore, each of the Company Company, the Operating Partnership and the Manager agrees that it is solely responsible for making its own judgments in connection with the Offering offering of the Securities (irrespective of whether any of the Underwriters has advised or is currently advising the Company Company, the Operating Partnership or the Manager on related or other matters). The Company Each of the Company, the Operating Partnership and the Manager agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, the Operating Partnership or the Manager in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (ai) the purchase and sale of the Securities Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be actingseveral Underwriters, on the other, (bii) in connection therewith and with the Underwriters are process leading to such transaction each Underwriter is acting solely as a principal and not as an agent, financial advisor the agent or fiduciary of the Company or any other personCompany, (ciii) neither the Representative nor any other no Underwriter is advising has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) 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 capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering thereto (irrespective of whether any of the Underwriters such Underwriter has advised or is currently advising the Company on related or other matters)) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters have Underwriters, or any of them, has rendered advisory services of any nature or respect, or owe an agency, owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person, and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering 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 the Offering offering of the Securities (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (ai) the purchase and sale of the Securities Shares pursuant to this Agreement is an and the transactions contemplated hereby are arm’s-length commercial transaction between transactions among the Company, on the one hand, Company and the Underwriters and any affiliate through which it may be acting, on the otherseveral Underwriters, (bii) in connection therewith and with the process leading to such transaction each of the Underwriters are is acting solely as a principal and not as an agent, financial advisor the agent or fiduciary of the Company or any other personCompany, (ciii) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement none of the Underwriters has assumed an advisory or fiduciary responsibility in connection favor of the Company with respect to the Offering and transactions contemplated hereby or the process leading up to the Offering 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 the Offering thereto (irrespective of whether any of the Underwriters such Underwriter has advised or is currently advising the Company on related or other matters)) or any other obligation to the Company except the obligations expressly set forth in this Agreement, (iv) the Underwriters may be engaged in a broad range of transactions that involve interests that differ from the Company and (v) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters have Underwriters, or any of them, has rendered advisory services of any nature or respect, or owe an agency, owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (ai) the purchase and sale of the Securities Offered Notes pursuant to this Underwriting Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it they may be acting, on the other, (bii) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person, (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (diii) the Company’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering 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 the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. The Company has consulted its own legal and financial advisors to the extent it deemed appropriate, and any review by the Representatives and the other Underwriters of the Company, the offering, the terms of the Offered Notes and other matters relating thereto will be performed solely for the benefit of the Representatives and Underwriters and shall not be on behalf of the Company or any other person.

No Fiduciary Duty. The Company and the Selling Stockholders hereby acknowledges and agrees acknowledge that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the CompanyCompany and the Selling Stockholders, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person, the Selling Stockholders and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees and each of the Selling Stockholders respectively agree that it is they are solely responsible for making its their own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company or any Selling Stockholder on related or other matters). The Company agrees and each of the Selling Stockholders respectively agree that it they will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the CompanyCompany or any of the Selling Stockholders, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase offering and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters Underwriter and any affiliate affiliates through which it may be acting, on the other, and in connection therewith and the process leading to such transaction the Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (b) the Underwriters are acting as principal and Underwriter has not as assumed an agent, financial advisor advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or any other person, the process leading thereto (c) neither irrespective of whether the Representative nor any other Underwriter is has advised or are currently advising the Company on related or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdictionmatters), and (dc) the Company’s engagement of the Underwriters Underwriter in connection with the Offering offering and the process leading up to the Offering offering 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 the Offering offering (irrespective of whether any of the Underwriters Underwriter has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have Underwriter has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Each of the Company and each Selling Stockholder hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the CompanyCompany or Selling Stockholder, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person, Selling Stockholder and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, each of the Company and each Selling Stockholder agrees that it is solely responsible for making its own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company or any Selling Stockholder on related or other matters). The Each of the Company and each Selling Stockholder agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the CompanyCompany or such Selling Stockholder, as the case may be, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company Each of the Company, the Adviser and the Administrator hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, the Adviser and the Administrator, on the one hand, and the Underwriters and any affiliate through which it they may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company Company, the Adviser or any other person, the Administrator and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s, the Adviser’s and the Administrator’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, each of the Company Company, the Adviser and the Administrator agrees that it is solely responsible for making its own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company Company, the Adviser or the Administrator on related or other matters). The Company Each of the Company, the Adviser and the Administrator agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Adviser or the Administrator, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase offering and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it an Underwriter may be acting, on the other, (b) the Underwriters are acting as principal and have not as assumed an agent, financial advisor advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether any other person, (c) neither the Representative nor any other Underwriter has advised or is currently advising the Company on related or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdictionmatters), and (dc) the Company’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it the Company is solely responsible for making its own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters Underwriter has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have any Underwriter has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. 14.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person, and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering 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 the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. Any review by the Representatives and the other 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.

No Fiduciary Duty. The Each of the Company and the Selling Shareholders hereby acknowledges and agrees acknowledge that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the CompanyCompany and the Selling Shareholders, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person, the Selling Shareholders and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s and the Selling Shareholders’ engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, each of the Company agrees and the Selling Shareholders agree that it is solely responsible for making its own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company or the Selling Shareholders on related or other matters). The Each of the Company agrees and the Selling Shareholders agree that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the CompanyCompany or the Selling Shareholders, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that That (ai) the purchase and sale of the Securities Units pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be actingseveral Underwriters, on the other, (bii) in connection therewith and with the Underwriters are process leading to such transaction each Underwriter is acting solely as a principal and not as an agent, financial advisor the agent or fiduciary of the Company or any of the other personXxxxx Group Entities, (ciii) neither the Representative nor any other no Underwriter is advising has assumed an advisory or fiduciary responsibility in favor of the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters in connection other Xxxxx Group Entities with respect to the Offering and offering contemplated hereby or the process leading up to the Offering 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 the Offering thereto (irrespective of whether any of the Underwriters such Underwriter has advised or is currently advising the Company or any of the other Xxxxx Group Entities on related or other matters)) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) each of the Xxxxx Group Entities has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company Each of the Xxxxx Parties agrees that it will not claim that the Underwriters have Underwriters, or any of them, has rendered advisory services of any nature or respect, or owe an agency, owes a fiduciary or similar duty to the CompanyCompany or any of the other Xxxxx Group Entities, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters Underwriter and any affiliate through which it may be acting, on the other, and does not constitute a recommendation, investment advice or solicitation of any action by the Underwriter (b) the Underwriters are Underwriter is acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other personCompany, (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters Underwriter in connection with the Offering and the process leading up to the Offering is as independent contractors and not in any other capacitycapacity and (d) none of the activities of the Underwriter in connection with the transaction contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriter 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 (irrespective of whether any of the Underwriters Underwriter has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have Underwriter has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the otherother hand, and does not constitute a recommendation, investment advice or solicitation of any action by the Underwriters, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other personCompany, (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters in connection with the Offering offering of the Securities and the process leading up to the Offering offering is as independent contractors and not in any other capacitycapacity and (d) 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. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering offering of the Securities (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor or fiduciary of the Company or any other person, (c) neither the Representative Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, . and (d) 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 capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, Company on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other personCompany, (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) 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 capacitycapacity and (d) 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. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Each of the Company and the Operating Partnership hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one handOperating Partnership the Underwriters, and the Underwriters Forward Seller, the Forward Counterparty and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person, the Operating Partnership and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters by the Company and the Operating Partnership in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, each of the Company and Operating Partnership agrees that it is solely responsible for making its own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters has Underwriters, the Forward Seller or the Forward Counterparty have advised or is currently advising the Company or the Operating Partnership on related or other matters). The Each of the Company and the Operating Partnership agrees that it will not claim that the Underwriters Underwriters, the Forward Seller or the Forward Counterparty have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the CompanyCompany or the Operating Partnership, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be actingseveral Underwriters, on the other, (b) in connection therewith and with the Underwriters are process leading to such transaction each Underwriter is acting solely as a principal and not as an agent, financial advisor the agent or fiduciary of the Company or any other personCompany, (c) neither the Representative nor any other no Underwriter is advising has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) 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 capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering thereto (irrespective of whether any of the Underwriters such Underwriter has advised or is currently advising the Company on related or other matters)) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (d) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters have Underwriters, or any of them, has rendered advisory services of any nature or respect, or owe an agency, owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor or fiduciary of the Company or any other personperson , (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, jurisdiction and (d) 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 capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the Underwriters Underwriter and any affiliate through which it may be acting, on the other, (b) in connection with the Underwriters are Offering contemplated hereby and the process leading to such transaction, the Underwriter is acting as principal and not as an agent, financial advisor or fiduciary of the Company or any other person, (c) neither the Representative nor any other Underwriter is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdictionjurisdiction with respect to the Offering contemplated hereby, and (d) the Company’s 's engagement of the Underwriters Underwriter in connection with the Offering and the process leading up to the Offering is as an independent contractors contractor and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters Underwriter has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have Underwriter has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor or fiduciary of the Company or any other person, (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) 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 capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters Underwriters, Forward Purchasers, Forward Sellers and any affiliate thereof through which it may be acting, on the other, (b) the Underwriters Underwriters, Forward Purchasers, Forward Sellers are acting as principal principals and not as an agent, financial advisor agents or fiduciary fiduciaries of the Company or any other person, and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters Underwriters, Forward Purchasers, Forward Sellers in connection with the Offering offering and the process leading up to the Offering offering 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 the Offering offering (irrespective of whether any of the Underwriters Underwriters, Forward Purchasers or Forward Sellers has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters Underwriters, Forward Purchasers or Forward Sellers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Each of the Company and the Selling Shareholders hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the CompanyCompany and the Selling Shareholders, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person, the Selling Shareholders and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s and the Selling Shareholders’ engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, each of the Company and the Selling Shareholders agrees that it is solely responsible for making its own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Each of the Company and the Selling Shareholders agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, including, for the avoidance of doubt, with respect to any legal, tax, investment, accounting or regulatory matters, or owe an agency, fiduciary or similar duty to the CompanyCompany or the Selling Shareholders, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Each of the Company and the Selling Stockholders hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the CompanyCompany or the Selling Stockholders, on the one hand, as the case may be, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person, the Selling Stockholders and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters by the Company and the Selling Stockholders in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees and the Selling Stockholders agree that it is they are solely responsible for making its their own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company or the Selling Stockholders on related or other matters). The Each of the Company and the Selling Stockholders agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Companythem, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company Company, the Operating Partnership and the Manager hereby acknowledges acknowledge and agrees agree that (a) the purchase and sale of the Offered Securities pursuant to this Agreement is an arm’s-length commercial transaction between the CompanyCompany and the Operating Partnership, on the one hand, and the Underwriters and any affiliate through which it they may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company Company, the Operating Partnership or any other person, the Manager and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s and the Operating Partnership’s engagement of the Underwriters in connection with the Offering offering of the Offered Securities and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees Company, the Operating Partnership and the Manager agree that it each of them is solely responsible for making its their own judgments in connection with the Offering offering of the Offered Securities (irrespective of whether any of the Underwriters has have advised or is are currently advising the Company Company, the Operating Partnership or the Manager on related or other matters). The Company Each of the Company, the Operating Partnership and the Manager agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty duty, to the Company, the Operating Partnership or the Manager, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (aj) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be actingseveral Underwriters, on the other, (b; k) in connection therewith and with the Underwriters are process leading to such transaction each Underwriter is acting solely as a principal and not as an agent, financial advisor the agent or fiduciary of the Company Company; l) no Underwriter has assumed an advisory or any other person, (c) neither the Representative nor any other Underwriter is advising fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) 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 capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering thereto (irrespective of whether any of the Underwriters such Underwriter has advised or is currently advising the Company on related or other matters)) or any other obligation to the Company except the obligations expressly set forth in this Agreement; and m) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters have Underwriters, or any of them, has rendered advisory services of any nature or respect, or owe an agency, owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Each of the Company and the Selling Stockholder hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the CompanyCompany and the Selling Stockholder, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person, the Selling Stockholder and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, each of the Company and the Selling Stockholder agrees that it is solely responsible for making its own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company or the Selling Stockholder on related or other matters). The Each of the Company and the Selling Stockholder agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Companyit, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company Corporation hereby acknowledges and agrees that (a) the purchase and sale of the Securities Units pursuant to this Agreement is an arm’s-length commercial transaction between the CompanyCorporation, on the one hand, and the Underwriters and any affiliate through which it they may be acting, on the other, (b) the Underwriters are acting as principal principals and not as an agent, financial advisor agents or fiduciary fiduciaries of the Company or any other personCorporation, and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters by the Corporation in connection with the Offering and the process leading up to the Offering is as independent contractors and not in any other capacity. Furthermore, the Company Corporation agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company Corporation on related or other matters). The Company Corporation agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Corporation in connection with 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 electronic delivery, email or by courier one originally executed copy to the Underwriters. Yours very truly, Per: “Xxxxx Xxxxx” Vice Chairman, Managing Director Investment Banking Per: “Xxxxxx Xxxxxxx”

No Fiduciary Duty. The Company and the Selling Stockholders, severally and not jointly, hereby acknowledges and agrees acknowledge that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, each Selling Stockholder and the Underwriters Underwriter and any affiliate through which it may be acting, on the other, (b) the Underwriters are Underwriter is acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person, the Selling Stockholders and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters Underwriter by the Company and the Selling Stockholders in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees and the Selling Stockholders, severally and not jointly, agree that it is they are solely responsible for making its their own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters Underwriter has advised or is currently advising the Company or the Selling Stockholders on related or other matters). The Company agrees and each Selling Stockholder, severally and not jointly, agree that it will not claim that the Underwriters have Underwriter has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Companythem, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement Agreement, including the determination of the purchase price of the Securities and any related discounts or commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and or any affiliate through which it they may be acting, on the other, (b) in connection therewith and with the Underwriters are process leading to such transaction, each Underwriter is acting solely as principal and not as an agent, financial advisor agent or fiduciary of the Company Company, or its stockholders, creditors, employees or any other personparty, (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s its engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, (d) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company agrees that it is solely responsible for making its own judgments in connection with respect to the Offering offering contemplated hereby or the process leading thereto (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The ) and no Underwriter has any obligation to the Company agrees that it will not claim that with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement and (e) the Underwriters have rendered advisory services and their respective affiliates may be engaged in a broad range of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.transactions that involve interests

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person, and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s 's engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering 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 the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). 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. The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person, and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) 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 capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities Stock pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters Underwriter and any affiliate through which it may be acting, on the other, (b) the Underwriters are Underwriter is acting as principal and not as an agentadvisor, financial advisor agent or fiduciary of the Company or any other personCompany, (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters Underwriter in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity, and (d) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters Underwriter has advised or is currently advising the Company on related or other matters). The Company agrees that it will not waive any claim that it may have that the Underwriters have Underwriter has rendered advisory services of any nature or respect, or owe owes an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Each of the Company and the Manager hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, Company and the Manager on the one hand, and the Underwriters and any affiliate through which it they may be acting, on the other, and does not constitute a recommendation, investment advice or solicitation of any action by the Underwriters, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other personthe Manager, (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters by the Company in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacitycapacity and (d) 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. Furthermore, each of the Company and the Manager agrees that it is solely responsible for making its own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company or the Manager on related or other matters). The Each of the Company and the Manager agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the CompanyCompany or the Manager, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the otherother hand, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person, and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering 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 the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters, and the Underwriters shall have no responsibility or liability to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement or any related Pricing Agreement). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities Stock pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters each Underwriter and any affiliate through which it may be acting, on the other, (b) the Underwriters are each Underwriter is acting as principal and not as an agentadvisor, financial advisor agent or fiduciary of the Company or any other personCompany, (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters each Underwriter in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity, and (d) each Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that each Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters Underwriter has advised or is currently advising the Company on related or other matters). The Company agrees that it will not waive any claim that the Underwriters it may have that any Underwriter has rendered advisory services of any nature or respect, or owe owes an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase offering and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters Underwriter and any affiliate affiliates through which it may be acting, on the other, and in connection therewith and the process leading to such transaction the Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (b) the Underwriters are acting as principal and Underwriter has not as assumed an agent, financial advisor advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or any other person, the process leading thereto (c) neither irrespective of whether the Representative nor any other Underwriter has advised or is currently advising the Company on related or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdictionmatters), and (dc) the Company’s engagement of the Underwriters Underwriter in connection with the Offering offering and the process leading up to the Offering offering is as an independent contractors contractor and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters Underwriter has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have Underwriter has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase offering and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate affiliates through which it they may be acting, on the other, and in connection therewith and the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (b) the Underwriters are acting as principal and have not as assumed an agent, financial advisor advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or any other person, the process leading thereto (c) neither irrespective of whether the Representative nor any other Underwriter is Underwriters have advised or are currently advising the Company on related or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdictionmatters), and (dc) the Company’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering is as an independent contractors contractor and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters has have advised or is are currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase offering and sale of the Securities Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters Underwriter and any affiliate through which it may be acting, on the other, and in connection therewith and the process leading to such transaction the Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (b) the Underwriters are acting as principal and Underwriter has not as assumed an agent, financial advisor advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or any other person, the process leading thereto (c) neither irrespective of whether the Representative nor any other Underwriter has advised or is currently advising the Company on related or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdictionmatters), and (dc) the Company’s engagement of the Underwriters Underwriter in connection with the Offering offering and the process leading up to the Offering offering 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 the Offering offering (irrespective of whether any of the Underwriters Underwriter has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have Underwriter has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (ai) the purchase and sale of the Securities Units pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be actingseveral Underwriters, on the other, (bii) in connection therewith and with the Underwriters are process leading to such transaction each Underwriter is acting solely as a principal and not as an agent, financial advisor the agent or fiduciary of the Company or any other personCompany, (ciii) neither the Representative nor any other no Underwriter is advising has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) 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 capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering thereto (irrespective of whether any of the Underwriters such Underwriter has advised or is currently advising the Company on related or other matters)) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters have Underwriters, or any of them, has rendered advisory services of any nature or respect, or owe an agency, owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement Agreement, including without limitation the determination of the public offering price of the Securities and any interaction that the underwriters have with the Company and/or their respective representatives or agents in relation thereto, is part of an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person, and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering 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 the Offering offering and other matters addressed herein or contemplated hereby (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company also acknowledges and agrees that it the Underwriters have not rendered to the Company any investment advisory services of any nature or respect and will not claim that the Underwriters have rendered advisory services of owe any nature or respect, or owe an agency, fiduciary or similar duty to the Company, Company in connection with the offering and such transaction other matters or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees the Issuer each acknowledge and agree that (ai) the purchase and sale of the Offered Securities pursuant to this Agreement is an arm’s-length commercial transaction between the CompanyCompany and the Issuer, on the one hand, and the Underwriters and any affiliate through which it may be actingseveral Underwriters, on the other, (bii) in connection therewith and with the Underwriters are process leading to such transaction each Underwriter is acting solely as a principal and not as an agent, financial advisor the agent or fiduciary of the Company or any other personthe Issuer, (ciii) neither the Representative nor any other no Underwriter is advising has assumed an advisory or fiduciary responsibility in favor of the Company or any other person as the Issuer with respect to any legal, tax, investment, accounting the offering contemplated hereby or regulatory matters in any jurisdiction, and (d) 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 capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the Offering thereto (irrespective of whether any of the Underwriters such Underwriter has advised or is currently advising the Company or the Issuer on related or other matters)) or any other obligation to the Company or the Issuer except the obligations expressly set forth in this Agreement and (iv) each of the Company and the Issuer have consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees and the Issuer each agree that it will not claim that the Underwriters have Underwriters, or any of them, has rendered advisory services of any nature or respect, or owe an agency, owes a fiduciary or similar duty to the CompanyCompany or the Issuer, 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 Issuer and the Underwriters, or any of them, with respect to the subject matter hereof.

No Fiduciary Duty. The Each of the Company and the Selling Shareholders hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the CompanyCompany and the Selling Shareholders, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person, the Selling Shareholders and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, each of the Company and the Selling Shareholders agrees that it is solely responsible for making its own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company or the Selling Shareholders on related or other matters), including the sufficiency of the offering price. The Each of the Company and the Selling Shareholders agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the CompanyCompany or the Selling Shareholders, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Each of the Company and the Selling Shareholder hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the CompanyCompany and the Selling Shareholder, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent, financial advisor agent or fiduciary of the Company or any other person, the Selling Shareholder and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters in connection with the Offering offering and the process leading up to the Offering offering is as independent contractors and not in any other capacity. Furthermore, each of the Company and the Selling Shareholder agrees that it is solely responsible for making its own judgments in connection with the Offering offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company or the Selling Shareholder on related or other matters), including the sufficiency of the offering price. The Each of the Company and the Selling Shareholder agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the CompanyCompany or the Selling Shareholder, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters each Manager, each Forward Seller and each Forward Purchaser and any affiliate through which it they may be acting, on the other, (b) each Manager, each Forward Seller and each Forward Purchaser is acting solely as a sales agent and/or principal in connection with each transaction contemplated by this Agreement and any Forward Contract and the Underwriters are acting as principal process leading to such transactions and not as an agent, financial advisor or a fiduciary of the Company or any other person, and (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters each Manager, each Forward Seller and each Forward Purchaser in connection with the Offering offering and the process leading up to the Offering offering 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 the Offering offering (irrespective of whether any of the Underwriters Manager, Forward Seller or Forward Purchaser has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have any Manager, Forward Seller or Forward Purchaser has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

No Fiduciary Duty. The Company hereby acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters Underwriter and any affiliate through which it may be acting, on the other, (b) the Underwriters are Underwriter is acting as principal and not as an agent, financial advisor or fiduciary of the Company or any other person, (c) neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, and (d) the Company’s engagement of the Underwriters Underwriter in connection with the Offering and the process leading up to the Offering 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 the Offering (irrespective of whether any of the Underwriters Underwriter has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have Underwriter has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.