Common use of No Fiduciary or Advisory Relationship Clause in Contracts

No Fiduciary or Advisory Relationship. Each of the Company and the Operating Partnership acknowledges and agrees that (a) the purchase and sale of Underwritten Securities pursuant to this Agreement and any Terms Agreement, including the determination of the initial public offering price of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction among the Company and the Operating Partnership, on the one hand, and the several Underwriters with respect to such Underwritten Securities, on the other hand, (b) in connection with any offering of Underwritten Securities and the process leading thereto, each Underwriter with respect to such offering will be acting solely as a principal and not as the agent or fiduciary of either of the Company or the Operating Partnership or any of their respective subsidiaries, or their respective shareholders, unitholders, creditors, employees or any other party, (c) no Underwriter with respect to any Underwritten Securities has assumed or will assume an advisory, fiduciary or similar responsibility in favor of the Company or the Operating Partnership with respect to any offering of Underwritten Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is, at the time of such offering, advising either of the Company or the Operating Partnership or any of their respective subsidiaries on other matters) and no Underwriter has or shall have any obligation to the Company or the Operating Partnership with respect to any offering of Underwritten Securities except the obligations expressly set forth in this Agreement and the applicable Terms Agreement, (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 and the Operating Partnership, and (e) the Underwriters have not provided any business, legal, accounting, regulatory or tax advice with respect to this Agreement and each of the Company and the Operating Partnership has consulted its own business, legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. Each of the Company and the Operating Partnership hereby waives and releases, to the fullest extent permitted by law, any claims that the Company and/or the Operating Partnership may have against any of the Underwriters with respect to any breach or alleged breach of any advisory, fiduciary or similar responsibility to the Company and the Operating Partnership in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary or Advisory Relationship. Each of the Company and the Operating Partnership acknowledges and agrees that (a) the purchase and sale of Underwritten Securities pursuant to this Agreement and any Terms Agreement, including the determination of the initial public offering price of the Underwritten Securities and any related discounts and commissions, is an arm’s-length commercial transaction among the Company and the Operating Partnership, on the one hand, and the several Underwriters with respect to such Underwritten Securities, on the other hand, (b) in connection with any offering of Underwritten Securities and the process leading thereto, each Underwriter with respect to such offering will be acting solely as a principal and not as the agent or fiduciary of either of the Company or the Operating Partnership or any of their respective subsidiaries, or their respective shareholders, unitholders, creditors, employees or any other party, (c) no Underwriter with respect to any Underwritten Securities has assumed or will assume an advisory, advisory or fiduciary or similar responsibility in favor of the Company or the Operating Partnership with respect to any offering of Underwritten Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is, at the time of such offering, advising either of the Company or the Operating Partnership or any of their respective subsidiaries on other matters) and no Underwriter has or shall have any obligation to the Company or the Operating Partnership with respect to any offering of Underwritten Securities except the obligations expressly set forth in this Agreement and the applicable Terms Agreement, (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 and the Operating Partnership, and (e) the Underwriters have not provided any business, legal, accounting, regulatory or tax advice with respect to this Agreement and each of the Company and the Operating Partnership has consulted its own business, legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. Each of the Company and the Operating Partnership hereby waives and releases, to the fullest extent permitted by law, any claims that the Company and/or the Operating Partnership may have against any of the Underwriters with respect to any breach or alleged breach of any advisory, fiduciary or similar responsibility to the Company and the Operating Partnership in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary or Advisory Relationship. Each In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Company and the Operating Partnership Borrower acknowledges and agrees that agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the purchase Borrower and sale its Subsidiaries and any Arranger, the Administrative Agent, the Issuing Lender, the Swingline Lender or any Lender is intended to be or has been created in respect of Underwritten Securities pursuant to the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Arranger, the Administrative Agent, the Issuing Lender, the Swingline Lender or any Lender has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Arranger, the Administrative Agent, the Issuing Lender, the Swingline Lender and any Terms Agreement, including the determination of the initial public offering price of the Underwritten Securities and any related discounts and commissions, is an Lenders are arm’s-length commercial transaction among transactions between the Company Borrower and the Operating Partnershipits Affiliates, on the one hand, and the several Underwriters with respect to such Underwritten SecuritiesArranger, the Administrative Agent, the Issuing Lender, the Swingline Lender and the Lenders, on the other hand, (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (b) in connection with any offering of Underwritten Securities (i) the Arranger, the Administrative Agent, the Issuing Lender, the Swingline Lender and the process leading thereto, Lenders each Underwriter with respect to such offering will be is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as the an advisor, agent or fiduciary of either of for the Company or the Operating Partnership Borrower or any of their respective subsidiariesits Affiliates, or their respective shareholders, unitholders, creditors, employees or any other party, Person; (cii) no Underwriter with respect to any Underwritten Securities has assumed or will assume an advisory, fiduciary or similar responsibility in favor none of the Company or Arranger, the Operating Partnership with respect to any offering of Underwritten Securities or Administrative Agent, the process leading thereto (irrespective of whether such Underwriter Issuing Lender, the Swingline Lender and the Lenders has advised or is, at the time of such offering, advising either of the Company or the Operating Partnership or any of their respective subsidiaries on other matters) and no Underwriter has or shall have any obligation to the Company Borrower or the Operating Partnership any of its Affiliates with respect to any offering of Underwritten Securities the transactions contemplated hereby except the those obligations expressly set forth herein and in this Agreement the other Loan Documents; and (iii) the Arranger, the Administrative Agent, the Issuing Lender, the Swingline Lender and the applicable Terms Agreement, (d) the Underwriters Lenders and their respective affiliates Affiliates may be engaged engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Company Borrower and its Affiliates, and none of the Arranger, the Administrative Agent, the Issuing Lender, the Swingline Lender and the Operating Partnership, and (e) the Underwriters have not provided Lenders has any business, legal, accounting, regulatory or tax advice with respect obligation to this Agreement and each disclose any of the Company and the Operating Partnership has consulted its own business, legal, accounting, regulatory and tax advisors such interests to the extent it deemed appropriateBorrower or its Affiliates. Each of the Company and the Operating Partnership hereby waives and releases, to To the fullest extent permitted by lawLaw, the Borrower hereby waives and releases any claims that the Company and/or the Operating Partnership it may have against any of the Underwriters Arranger, the Administrative Agent, the Issuing Lender, the Swingline Lender and the Lenders with respect to any breach or alleged breach of any advisory, agency or fiduciary or similar responsibility to the Company and the Operating Partnership duty in connection with the transactions any aspect of any transaction contemplated by this Agreement or any matters leading up to such transactionshereby.