Common use of No Fiduciary Relationship Clause in Contracts

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters Underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its managementthe directors, shareholdersofficers, stockholders or creditors of the Company or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are Manager is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are Manager is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Manager act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Manager may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Manager hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Manager agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Manager to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Manager with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are Underwriter is acting solely as underwriters Underwriter in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters Underwriter act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters Underwriter may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters Underwriter hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Underwriter agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters Underwriter to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are Sales Agent is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are Sales Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Sales Agent act or be responsible as a fiduciary to the Company, Company or its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Sales Agent may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Sales Agent hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Sales Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Sales Agent to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company, nor shall the expression of such opinions or views constitute any solicitation of any action by the Sales Agent. The Company hereby (a) waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Sales Agent with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactionstransactions and (b) agrees that none of the activities of the Sales Agent in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Sales Agent with respect to any entity or natural person. The Company has consulted its own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s SecuritiesOffering. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesOffering, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principals and not as the agents or fiduciaries of the Company and the Underwriters have not assumed and will not assume any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised or are currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s SecuritiesOffering. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesOffering, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are Manager is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges and agrees that the Underwriters are Manager is acting pursuant to a contractual relationship created solely by this Agreement entered into on in the capacity of an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary contractual counterparty to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering offering of any Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, the Company or any other person. Additionally, the Manager is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering contemplated hereby or the process leading thereto, including any negotiation related thereto (irrespective of whether the Manager has advised or is advising the Company on other matters). The Manager advises that the Manager and its affiliates are engaged in a broad range of securities and financial services and that it or its affiliates may enter into contractual relationships with purchasers or potential purchasers of the Company’s securities and that some of these services or relationships may involve interests that differ from those of the Company and need not be disclosed to the pricing of the Securities; and the Company, unless otherwise required by law. The Company has consulted with its own legal advisors concerning such matters and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each shall be responsible for making their its own independent judgments with respect to any such transactionsinvestigation and appraisal of the transactions contemplated hereby, and that any opinions the Manager shall have no responsibility or views expressed by the Underwriters liability to the Company regarding such transactions, including but not limited to or any opinions or views other person with respect thereto. Any review by the Manager of the Company, the transactions contemplated hereby or other matters relating to the price or market such transactions will be performed solely for the Company’s securities, do benefit of the Manager and shall not constitute advice or recommendations to be on behalf of the Company. The Company hereby waives and releaseswaives, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriters with respect to any Manager for breach of fiduciary duty or alleged breach of any fiduciary duty and agrees that the Manager shall have no liability (whether direct or similar duty indirect) to the Company in connection with respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the transactions contemplated by this Agreement Company, including stockholders, employees or any matters leading up to such transactionscreditors of the Company.

No Fiduciary Relationship. The Company and the Manager each hereby acknowledges that the Underwriters are Sales Agent is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company and the Manager each further acknowledge acknowledges that the Underwriters are Sales Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Sales Agent act or be responsible as a fiduciary to the Company, its Company or the Manager or their management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Sales Agent may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Sales Agent hereby expressly disclaim disclaims any fiduciary or similar obligations to the CompanyCompany or the Manager, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Manager each hereby confirms its respective understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Manager and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Sales Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Sales Agent to the Company or the Manager regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the CompanyCompany or the Manager. The Company and the Manager each hereby waives and releases, to the fullest extent permitted by law, any claims that the Company or the Manager may have against the Underwriters Sales Agent with respect to any breach or alleged breach of any fiduciary or similar duty to the Company or the Manager in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for any of the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters underwriters, and the QIU is acting solely as a “qualified independent underwriter” within the meaning of FINRA Rule 5121, in connection with the offering of the Company’s SecuritiesOffering. The Company further acknowledge acknowledges that the Underwriters and the QIU are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters or the QIU act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters or the QIU may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesOffering, either before or after the date hereof. The Underwriters and the QIU hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Underwriters and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters QIU agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters or the QIU to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters or the QIU with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and no Underwriter will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Western Gas Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Western Gas Parties further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyPartnership Entities, its their management, shareholders, security holders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesUnits, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyPartnership Entities, either in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions, and the Company each Western Gas Party hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Western Gas Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Partnership Entities regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyPartnership Entities. The Company Each Partnership Entity hereby waives and releases, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Partnership Entities in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions.

No Fiduciary Relationship. The Company Western Gas Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Western Gas Parties further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyPartnership Entities, its their management, shareholders, security holders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesNotes, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyPartnership Entities, either in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions, and the Company each Western Gas Party hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Western Gas Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Partnership Entities regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyPartnership Entities. The Company Each Western Gas Party hereby waives and releases, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Partnership Entities in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions.

No Fiduciary Relationship. The Company Partnership hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Partnership further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyPartnership, its management, shareholders, unitholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the CompanyPartnership’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyPartnership, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Partnership hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Partnership and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Partnership regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyPartnership. The Company Partnership hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Partnership may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Partnership in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities contemplated hereby. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering such purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and no Underwriter will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the offering process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are Underwriter is acting solely as underwriters an underwriter in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Underwriter act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Underwriter may undertake or have has undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Underwriter hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Underwriter agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Underwriter to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriter agree that the Underwriter is acting as principal and not the agent or fiduciary of the Company and the Underwriter has not assumed, and will not assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Partnership hereby acknowledges that each of the Underwriters are Managers is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Partnership further acknowledge acknowledges that each of the Underwriters are Managers is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters any Manager act or be responsible as a fiduciary to the CompanyPartnership, its management, shareholders, security holders or creditors or any other person in connection with any activity that any of the Underwriters Managers may undertake or have has undertaken in furtherance of the offering purchase and sale of the CompanyPartnership’s Securitiessecurities, either before or after the date hereof. The Underwriters Managers hereby expressly disclaim any fiduciary or similar obligations to the CompanyPartnership, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Partnership hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Partnership and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Managers agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters any Manager to the Company Partnership regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyPartnership. The Company Partnership hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Partnership may have against the Underwriters any Manager with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Partnership in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and the Operating Partnership hereby acknowledges acknowledge that the Underwriters are Manager is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company and the Operating Partnership further acknowledge that the Underwriters are Manager is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Manager act or be responsible as a fiduciary to the CompanyCompany and the Operating Partnership, its their management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Manager may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Manager hereby expressly disclaim disclaims any fiduciary or similar obligations to the CompanyCompany and the Operating Partnership, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Operating Partnership hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Manager agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Manager to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Operating Partnership hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company and the Operating Partnership may have against the Underwriters Manager with respect to any breach or alleged breach of any fiduciary or similar duty 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 Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities's securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s 's securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are Manager is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s SecuritiesShares. The Company further acknowledge acknowledges that each of the Underwriters are Manager and the Forward Purchaser is acting pursuant to a contractual relationship created solely by this Agreement or any Terms Agreement entered into on an arm’s length basis and basis, and, in no event event, do the parties intend that the Underwriters Manager and the Forward Purchaser act or be responsible as a fiduciary fiduciaries to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Manager and the Forward Purchaser may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Each of the Manager and the Forward Purchaser hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Manager and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Forward Purchaser agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Manager or the Forward Purchaser to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Manager and the Forward Purchaser with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s SecuritiesShares. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesShares, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesShares; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Issuers hereby acknowledges acknowledge that the Underwriters Initial Purchasers are acting solely as underwriters initial purchasers in connection with the offering purchase and sale of the Company’s Securities. The Company Issuers further acknowledge that each of the Underwriters are Initial Purchasers is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters any Initial Purchaser act or be responsible as a fiduciary to the CompanyIssuers, its their management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters such Initial Purchaser may undertake or have has undertaken in furtherance of the offering purchase and sale of the Company’s Securities, either before or after the date hereof. The Underwriters Initial Purchasers hereby expressly disclaim any fiduciary or similar obligations to the CompanyIssuers, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Issuers hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Issuers and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters each Initial Purchaser agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters any Initial Purchaser to the Company Issuers regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securitiesSecurities, do not constitute advice or recommendations to the CompanyIssuers. The Company Issuers hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company such Issuers may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Issuers in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Sales Agent, the Company hereby acknowledges and agrees that (a) the Underwriters are offering and sale of the Placement Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Sales Agent,(b) the Sales Agent is acting solely as underwriters agent in connection with the public offering of the Company’s Securities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis Placement Shares and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions each transaction contemplated by this Agreement or any matters and the process leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter Sales Agent has not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering offering contemplated hereby or the process leading thereto, including thereto (irrespective of whether the Sales Agent has advised or is currently advising the Company on other matters) or any negotiation related other obligation to the pricing Company except the obligations expressly set forth in this Agreement, (c) the Sales Agent and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Securities; Company and the Sales Agent has no obligation to disclose or account to the Company for any of such differing interests, and (d) the Company has consulted its own legal legal, tax, accounting and financial advisors to the extent it deemed appropriate, is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and has deemed appropriate not relied upon the Sales Agent or legal counsel for the Sales Agent for any legal, tax, accounting and financial advice in connection with this Agreement the offering and sale of the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the CompanyPlacement Shares. The Company hereby waives any claim, and releasesagrees that it will not claim, to the fullest extent permitted by law, any claims that the Company may Sales Agent or its affiliates have against the Underwriters with respect to any breach or alleged breach rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company Company, in connection with the transactions contemplated by sale of Placement Shares under this Agreement or the process leading thereto. The Company agrees that the Sales Agent and its affiliates shall not have any matters leading up liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such transactionsa fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters Agents are acting solely as underwriters Agents in connection with the offering purchase and sale of the Company’s Securitiessecurities contemplated hereby. The Company further acknowledge acknowledges that the Underwriters Agents are acting pursuant to a contractual relationship created solely by this Agency Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Agents act or be responsible as a fiduciary to the Company, its management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters Agents may undertake or have undertaken in furtherance of the offering such purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Agents hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agency Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Agents agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Agents to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Agents agree that the Agents are acting as principal and not the fiduciary of the Company and no Agent has assumed, and no Agent will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Agent has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Agents with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agency Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and the Operating Partnership hereby acknowledges acknowledge that the Underwriters are each Agent is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company and the Operating Partnership further acknowledge that the Underwriters are each Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters any Agent act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters any Agent may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Each Agent hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, Company and the Operating Partnership either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Operating Partnership hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor Company, the Operating Partnership, and each of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Agents agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters any Agent to the Company or the Operating Partnership regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the CompanyCompany or the Operating Partnership. The Company and the Operating Partnership hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company or the Operating Partnership may have against the Underwriters any Agent with respect to any breach or alleged breach of any fiduciary or similar duty to the Company or the Operating Partnership in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s 's Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm's-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s 's Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s 's securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters Underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiescontemplated hereby. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiescontemplated hereby, either before or after the date hereof,. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Public Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offeringoffering contemplated hereby. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and the Guarantors hereby acknowledges acknowledge that the Underwriters Initial Purchasers are acting solely as underwriters initial purchasers in connection with the offering purchase and sale of the Company’s SecuritiesNotes. The Company further acknowledge acknowledges that the Underwriters Initial Purchasers are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Initial Purchasers act or be responsible as a fiduciary to the Company, its the Guarantors or their respective management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Initial Purchasers may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesNotes, either before or after the date hereof. The Underwriters Initial Purchasers hereby expressly disclaim any fiduciary or similar obligations to the Companyobligations, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Guarantors hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters parties hereto agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Initial Purchasers to the Company or the Guarantors regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesNotes, do not constitute advice or recommendations to the CompanyCompany or the Guarantors. The Company and the Guarantors hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that either of the Company may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty to the Company or the Guarantors in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof,. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding understand that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesUnits; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are Initial Purchaser is acting solely as underwriters initial purchaser in connection with the offering purchase and sale of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are Initial Purchaser is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Initial Purchaser act or be responsible as a fiduciary to the Company, its Company or their management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Initial Purchaser may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securities, either before or after the date hereof. The Underwriters Initial Purchaser hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Initial Purchaser agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Initial Purchaser to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesSecurities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that either of the Company may have against the Underwriters Initial Purchaser with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Company, the Adviser and the Administrator hereby acknowledges acknowledge that the Underwriters are Manager is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company Company, the Adviser and the Administrator further acknowledge that the Underwriters are Manager is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Manager act or be responsible as a fiduciary to the Company, its the Adviser, the Administrator, their respective management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Manager may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Manager hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, the Adviser or the Administrator either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Company, the Adviser and the Administrator hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to Adviser, the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Administrator and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Manager agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Manager to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company, the Adviser and the Administrator. The Company Company, the Adviser and the Administrator hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company any of them may have against the Underwriters Manager with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Company, the Adviser or the Administrator in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are each Underwriter is acting solely as underwriters an underwriter in connection with the offering Offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering Offering of the Company’s Securities, either before or after the date hereof. The Underwriters Representative on its own behalf and on behalf of the Underwriters, hereby each expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms Company, the Representative on its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor own behalf and on behalf of the Company with respect to the Offering contemplated hereby or the process leading theretoUnderwriters, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges and agrees that each of the Underwriters are acting solely Placement Agents shall act as underwriters in connection an independent contractor, and not as a fiduciary, and any duties of the Placement Agents with respect to providing investment banking services to the Company, including the offering of the Company’s Securities. The Company further acknowledge that Securities contemplated hereby (including in connection with determining the Underwriters are acting pursuant to a terms of the Offering), shall be contractual relationship created in nature, as expressly set forth herein, and shall be owed solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company. Each party hereto disclaims any intention to impose any fiduciary or similar duty on any other party hereto. Additionally, its managementthe Placement Agents have not advised, shareholdersnor are advising, creditors the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in connection any jurisdiction with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations respect to the Company, either in connection with the transactions contemplated by this Agreement or any hereby. The Company shall consult with its own advisors concerning such matters leading up to such transactionsand shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Company hereby confirms its understanding and agreement Placement Agents shall have no responsibility or liability to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect thereto. Any review by the Placement Agents of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for the benefit of the Placement Agents and has not been and shall not be performed on behalf of the Company or any other person. It is understood that the Placement Agents have not and will not be rendering an opinion to the Company as to the fairness of the terms of the Offering. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Placement Agents may have financial interests in the success of the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the CompanyPlacement Fee. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Placement Agents with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactionsduty.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters Underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter the Underwriters has not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Quicksilver Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Quicksilver Parties further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyQuicksilver Parties, its their management, shareholders, security holders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesUnits, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyQuicksilver Parties, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Quicksilver Parties hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Quicksilver Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Quicksilver Parties regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyQuicksilver Parties. The Company Quicksilver Parties hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Quicksilver Parties may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Quicksilver Parties in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are A.G.P./Alliance Global Partners is acting solely as underwriters the Underwriter in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters Underwriter act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters Underwriter may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters Underwriter hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Underwriter agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters Underwriter to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering Offering by the Company of the Company’s Transaction Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Firm Securities or the Option Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its Company management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Western Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Western Parties further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyPartnership Entities, its their management, shareholders, security holders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesNotes, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyPartnership Entities, either in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions, and the Company each Western Party hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Western Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Partnership Entities regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyPartnership Entities. The Company Each Western Party hereby waives and releases, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Partnership Entities in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are each Manager is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges and agrees that each Manager is acting solely in the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on capacity of an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary contractual counterparty to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering offering of any Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, the Company or any other person. Additionally, each Manager is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering contemplated hereby or the process leading thereto, including any negotiation related thereto (irrespective of whether such Manager has advised or is advising the Company on other matters). Each Manager advises that such Manager and its affiliates are engaged in a broad range of securities and financial services and that it or its affiliates may enter into contractual relationships with purchasers or potential purchasers of the Company’s securities and that some of these services or relationships may involve interests that differ from those of the Company and need not be disclosed to the pricing of the Securities; and the Company, unless otherwise required by law. The Company has consulted with its own legal advisors concerning such matters and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each shall be responsible for making their its own independent judgments with respect to any such transactionsinvestigation and appraisal of the transactions contemplated hereby, and that any opinions each Manager shall have no responsibility or views expressed by the Underwriters liability to the Company regarding such transactions, including but not limited to or any opinions or views other person with respect thereto. Any review by each of the Managers of the Company, the transactions contemplated hereby or other matters relating to the price or market such transactions will be performed solely for the Company’s securities, do benefit of such Manager and shall not constitute advice or recommendations to be on behalf of the Company. The Company hereby waives and releaseswaives, to the fullest extent permitted by law, any claims that the Company it may have against any of the Underwriters with respect to any Managers for breach of fiduciary duty or alleged breach of any fiduciary duty and agrees that each of the Managers shall have no liability (whether direct or similar duty indirect) to the Company in connection with respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the transactions contemplated by this Agreement Company, including stockholders, employees or any matters leading up to such transactionscreditors of the Company.

No Fiduciary Relationship. The Company EAC Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company EAC Parties further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyEAC Parties, its their management, shareholders, unitholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesUnits, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyEAC Parties, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company EAC Parties hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company EAC Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company EAC Parties regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyEAC Parties. The Company EAC Parties hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company EAC Parties may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company EAC Parties in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s SecuritiesDepositary Shares. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesDepositary Shares, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for any of the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Each of the Transaction Entities Company hereby acknowledges that the Underwriters are acting solely as underwriters an underwriter in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company Transaction Entities further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Underwriting Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to either of the CompanyTransaction Entities, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have has undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyTransaction Entities, either in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions, and the Company Transaction Entities hereby confirms its their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Transaction Entities and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company Transaction Entities regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the CompanyTransaction Entities. The Company Transaction Entities hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Transaction Entities may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Transaction Entities in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters Initial Purchasers are acting solely as underwriters initial purchasers in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters Initial Purchasers are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Initial Purchasers act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Initial Purchasers may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesNotes in the manner contemplated by this Agreement, either before or after the date hereof. The Underwriters Initial Purchasers hereby expressly disclaim any fiduciary or similar obligations duty of loyalty or duty of care to the Company, either in connection with the transactions contemplated by this Agreement or any related matters leading up to such transactionsin connection with the negotiation, execution and delivery of this Agreement, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Initial Purchasers agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactionsacknowledges that the Initial Purchasers have not provided any financial, including but not limited to any opinions legal, accounting, regulatory or views with respect to the price or market for the Company’s securities, do not constitute tax advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty of loyalty or duty of care to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof,. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding understand that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof,. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding understand that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesShares; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Partnership Entities hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Partnership Entities further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyPartnership Entities, its their management, shareholders, unitholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesUnits, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyPartnership Entities, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Partnership Entities hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Partnership Entities and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Partnership Entities regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyPartnership Entities. The Company Partnership Entities hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Partnership Entities may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Partnership Entities in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and the Parent each hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company and the Parent each further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyCompany or the Parent, its their respective management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyCompany or the Parent, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Parent each hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Parent and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company or the Parent regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the CompanyCompany or the Parent. The Company and the Parent each hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company or the Parent may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company or the Parent in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s SecuritiesUnits. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm's-length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesUnits, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the SecuritiesUnits; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s 's securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company and the Guarantors hereby acknowledges acknowledge that the Underwriters are Initial Purchaser is acting solely as underwriters initial purchaser in connection with the offering purchase and sale of the Company’s SecuritiesNotes. The Company further acknowledge acknowledges that the Underwriters are Initial Purchaser is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Initial Purchaser act or be responsible as a fiduciary to the Company, its the Guarantors or their respective management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Initial Purchaser may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesNotes, either before or after the date hereof. The Underwriters Initial Purchaser hereby expressly disclaim disclaims any fiduciary or similar obligations to the Companyobligations, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Guarantors hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters parties hereto agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Initial Purchaser to the Company or the Guarantors regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesNotes, do not constitute advice or recommendations to the CompanyCompany or the Guarantors. The Company and the Guarantors hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that either of the Company may have against the Underwriters Initial Purchaser with respect to any breach or alleged breach of any fiduciary or similar duty to the Company or the Guarantors in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are each Underwriter is acting solely as underwriters underwriter, and the QIU is acting solely as a “qualified independent underwriter” within the meaning of FINRA Rule 5121, in connection with the offering Offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters and the QIU are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters or the QIU act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters or the QIU may undertake or have undertaken in furtherance of the offering Offering of the Company’s Securities, either before or after the date hereof. The Underwriters Representative on its own behalf and on behalf of the Underwriters, and the QIU hereby each expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms Company, the Representative on its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor own behalf and on behalf of the Company with respect to the Offering contemplated hereby or the process leading theretoUnderwriters, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters QIU agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters or the QIU to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters or the QIU with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering Offering by the Company of the Company’s Transaction Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesUnits; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors creditors, or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the CompanyCompany . The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding understand that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesShares; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.. Maxim Group LLC [ ], 2011

No Fiduciary Relationship. The Company hereby acknowledges and agrees that the Underwriters are Placement Agent is acting solely as underwriters a placement agent in connection with the offering of the Company’s SecuritiesShares. The Company further acknowledge acknowledges that the Underwriters are Placement Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters Placement Agent act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters Placement Agent may undertake or have has undertaken in furtherance of the offering of the Company’s SecuritiesShares, either before or after the date hereof. The Underwriters Placement Agent hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The price of the Shares set forth in this Agreement was established by the Company hereby further confirms following discussions and arm’s-length negotiations with the Investors and the Placement Agent, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement. The Company has been advised that the Placement Agent and its understanding affiliates are engaged in a broad range of transactions which may involve interests that no Underwriter has assumed an advisory or fiduciary responsibility in favor differ from those of the Company with respect and that the Placement Agent has no obligation to disclose such interests and transactions to the Offering contemplated hereby Company by virtue of any fiduciary, advisory or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offeringagency relationship. The Company and the Underwriters Placement Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Placement Agent with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactionstransactions and agrees that the Placement Agent shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim to any person asserting a fiduciary duty claim on behalf of the Company.

No Fiduciary Relationship. The Company hereby acknowledges that each of the Underwriters are Managers is acting solely as underwriters sales agent and/or principal in connection with the offering purchase and sale of the Company’s SecuritiesShares. The Company further acknowledge acknowledges that each of the Underwriters are Managers is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that either of the Underwriters act Managers acts or be is responsible as a fiduciary to the Company, its management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters Managers may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesShares, either before or after the date hereof. The Underwriters Each of the Managers hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Managers agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by either of the Underwriters Managers to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against either of the Underwriters Managers with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Eagle Rock Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Eagle Rock Parties further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyEagle Rock Parties, its their management, shareholders, security holders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesUnits, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyEagle Rock Parties, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Eagle Rock Parties hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Eagle Rock Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Eagle Rock Parties regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyEagle Rock Parties. The Company Eagle Rock Parties hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Eagle Rock Parties may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Eagle Rock Parties in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securities's securities contemplated hereby. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s 's length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering such purchase and sale of the Company’s Securities's securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s 's securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and no Underwriter will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securitiesordinary shares; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are each Selling Agent is acting solely as underwriters a Selling Agent in connection with the offering Offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters Selling Agents are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters Selling Agents act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters Selling Agents may undertake or have undertaken in furtherance of the offering Offering of the Company’s Securities, either before or after the date hereof. The Underwriters Selling Agent on its own behalf and on behalf of the Selling Agents, hereby each expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms Company, the Selling Agent on its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor own behalf and on behalf of the Company with respect to the Offering contemplated hereby or the process leading theretoSelling Agents, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters Selling Agents to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Selling Agents with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters Underwriter are acting solely as underwriters Underwriter in connection with the offering of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters Underwriter are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Underwriters Underwriter act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters Underwriter may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters Underwriter hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no the Underwriter has have not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Underwriter agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters Underwriter to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Partnership Parties hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Partnership Parties further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyWGP Entities, its their management, shareholders, security holders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesUnits, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyWGP Entities, either in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions, and the Company each Partnership Party hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Partnership Parties and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company WGP Entities regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyWGP Entities. The Company Each WGP Entity hereby waives and releases, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company WGP Entities in connection with the transactions contemplated by this Agreement or any matters leading up relating to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are Underwriter is acting solely as underwriters underwriter in connection with the offering of the Company’s SecuritiesOffering. The Company further acknowledge acknowledges that the Underwriters are Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters Underwriter act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters Underwriter may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesOffering, either before or after the date hereof. The Underwriters Underwriter hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Underwriter agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters Underwriter to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding understand that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesUnits; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to Maxim Group LLC [Month Day], 2010 Page 39 of 44 the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities's securities, either before or after the date hereof,. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding understand that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s 's securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are each Initial Purchaser is acting solely as underwriters initial purchaser in connection with the offering purchase and sale of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are each Initial Purchaser is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis US-DOCS\102962941.8 basis, and in no event do the parties intend that the Underwriters Initial Purchasers act or be responsible as a fiduciary to the Company, its Company or their management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Initial Purchasers may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securities, either before or after the date hereof. The Underwriters Initial Purchasers hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Initial Purchasers agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Initial Purchasers to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesSecurities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that either of the Company may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company Partnership and the General Partner each hereby acknowledges acknowledge that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the CompanyPartnership’s Securitiessecurities. The Company Partnership and the General Partner each further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyPartnership or the General Partner, its their respective management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the CompanyPartnership’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyPartnership or the General Partner, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Partnership and the General Partner each hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Partnership, the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company General Partner and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Partnership or the General Partner regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the CompanyPartnership’s securities, do not constitute advice or recommendations to the CompanyPartnership or the General Partner. The Company Partnership and the General Partner hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company Partnership or the General Partner may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Partnership or the General Partner in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges and agrees that the Underwriters International Underwriters, in their roles as such, are acting solely as underwriters in connection with the offering purchase and sale of the Company’s SecuritiesInternational Offer Shares, and the Joint Sponsors, in their role as such, are acting solely as sponsors in connection with the listing of the Shares on the SEHK. The Company further acknowledge acknowledges that the Underwriters International Underwriters, the Joint Representatives, and the Joint Sponsors are acting pursuant to a contractual relationship created solely by this Agreement with the Company entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters International Underwriters, the Joint Representatives, or the Joint Sponsors, as applicable, act or be responsible as a fiduciary or adviser to the Company, its directors, management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters International Underwriters, the Joint Representatives, or the Joint Sponsors, as applicable, may undertake or have undertaken in furtherance of the offering Global Offering or the purchase and sale of the Company’s Securitiessecurities or the listing of the Shares on the SEHK, either before or after the date hereof. The Underwriters International Underwriters, the Joint Representatives, and the Joint Sponsors hereby expressly disclaim any fiduciary or advisory or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or otherwise by the Global Offering or the listing of the Shares on the SEHK or any process or matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of Company, on the Company with respect to one hand, and the Offering contemplated hereby International Underwriters, the Joint Representatives, or the process leading theretoJoint Sponsors, including any negotiation related to as applicable, on the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters other hand, agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters International Underwriters, or the Joint Sponsors, as applicable, to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesShares, do not constitute advice or recommendations to the Company. The Company, on the one hand, and the International Underwriters, the Joint Representatives, or the Joint Sponsors, as applicable, on the other hand, agree that the International Underwriters, the Joint Representatives, or the Joint Sponsors, as applicable, in their respective roles as such and with respect to transactions carried out at the request of and for the Company pursuant to their respective appointments as such, are acting as principal and not the agent or fiduciary of the Company (except and solely, with respect to the International Underwriters, for the limited purposes set forth in Section 1(a) hereof, and, with respect to the Joint Representatives, for the limited purposes of making payment on behalf of the Company of the Trading Fee and the Transaction Levy as set forth in Sections 2(a) and 2(b) hereof) nor the fiduciary or adviser of the Company, and none of the International Underwriters, the Joint Representatives, and the Joint Sponsors has assumed, and will assume, any fiduciary or advisory or similar responsibility in favor of the Company with respect to the transactions contemplated by this Agreement or otherwise by the Global Offering or the listing of the Shares on the SEHK or any process or matters leading up to such transactions (irrespective of whether any of the International Underwriters, the Joint Representatives, or the Joint Sponsors has advised or is currently advising the Company on other matters). The Company further acknowledges and agrees that the International Underwriters, the Joint Representatives, and the Joint Sponsors are not advising the Company, their respective directors, officers, employees or shareholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated by this Agreement, and none of the International Underwriters, the Joint Representatives, and the Joint Sponsors and their respective directors, officers, employees and Affiliates shall have any responsibility or liability to the Company with respect thereto. Any review by the International Underwriters, the Joint Representatives, and the Joint Sponsors of the Company, the transactions contemplated by this Agreement or other matters relating thereto shall be performed solely for the benefit of the International Underwriters, the Joint Representatives, and the Joint Sponsors and shall not be on behalf of the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriters International Underwriters, the Joint Representatives, and the Joint Sponsors with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or otherwise by the Global Offering or the listing of the Shares on the SEHK or any process or matters leading up to such transactions. Notwithstanding anything in this Agreement, none of the Joint Representatives, the Joint Sponsors, the International Underwriters and any other Indemnified Party shall have any liability whatsoever to the Company or any other person in respect of any alleged insufficiency of the International Offering Price or any dealing price of the Offer Shares (it being acknowledged by the parties that the Company is solely responsible in this regard).

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities's securities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities's securities, either before or after the date hereof,. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding understand that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesUnits; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s 's securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.. Maxim Group LLC November __, 2009 Page 41 of 43

No Fiduciary Relationship. The Company Corporation hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s SecuritiesOffered Shares and Cobalt Contract Shares. The Company Corporation further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the CompanyCorporation, its management, shareholders, shareholders or creditors or any other person Person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s SecuritiesOffered Shares and Cobalt Contract Shares, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyCorporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Corporation hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Corporation and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company Corporation regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesOffered Shares and Cobalt Contract Shares, do not constitute advice or recommendations to the CompanyCorporation. The Company Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Company Corporation may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Corporation in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are each Initial Purchaser is acting solely as underwriters initial purchaser in connection with the offering purchase and sale of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are each Initial Purchaser is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Initial Purchasers act or be responsible as a fiduciary to the Company, its Company or their management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Initial Purchasers may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securities, either before or after the date hereof. The Underwriters Each Initial Purchaser hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Initial Purchasers agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Initial Purchasers to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesSecurities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that either of the Company may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach by the Underwriters of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding understand that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesShares; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.. Broadband Capital Management LLC ____________ ____________, 2009 Page 40 of 45

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s SecuritiesShares. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors creditors, or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s SecuritiesShares, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesShares; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are each Initial Purchaser is acting solely as underwriters initial purchaser in connection with the offering purchase and sale of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are each Initial Purchaser is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Initial Purchasers act or be responsible as a fiduciary to the Company, its Company or their management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Initial Purchasers may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securities, either before or after the date hereof. The Underwriters Initial Purchasers hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Initial Purchasers agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Initial Purchasers to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesSecurities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactionsAgreement.

No Fiduciary Relationship. The Company Issuers hereby acknowledges acknowledge that the Underwriters Initial Purchasers are acting solely as underwriters initial purchasers in connection with the offering purchase and sale of the Company’s Securities. The Company Issuers further acknowledge that each of the Underwriters are Initial Purchasers is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters any Initial Purchaser act or be responsible as a fiduciary to the CompanyIssuers, its their management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters such Initial Purchaser may undertake or have has undertaken in furtherance of the offering purchase and sale of the Company’s Securities, either before or after the date hereof. The Underwriters Initial Purchasers hereby expressly disclaim any fiduciary or similar obligations to the CompanyIssuers, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company Issuers hereby confirms its confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; Issuers and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters each Initial Purchaser agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters any Initial Purchaser to the Company Issuers regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securitiesSecurities, do not constitute advice or recommendations to the CompanyIssuers. The Company Issuers hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company such Issuers may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty to the Company Issuers in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.. Furthermore, each of the Issuers acknowledge that the several Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors, and the several Initial Purchasers have no obligation to disclose any of such interests by virtue of any fiduciary or advisory relationship; and the Issuers acknowledge that the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. (Signature Pages Follow) If the foregoing Purchase Agreement correctly sets forth the understanding among the Issuers and the Initial Purchasers, please so indicate in the space provided below for the purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Issuers and the Initial Purchasers. Company BASIC ENERGY SERVICES, INC. By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President and Chief Executive Officer Guarantors BASIC ENERGY SERVICES GP, LLC By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President and Chief Executive Officer BASIC ENERGY SERVICES LP, LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: President BASIC ENERGY SERVICES, L.P. By: BASIC ENERGY SERVICES GP, LLC its General Partner By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President and Chief Executive Officer BASIC ESA, INC. By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President BASIC MARINE SERVICES, INC. By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President CHAPARRAL SERVICE, INC. By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President FIRST ENERGY SERVICES COMPANY By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President XXXXX OIL FIELD SERVICE CO. By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President GLOBE WELL SERVICE, INC. By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President SCH DISPOSAL, L.L.C. By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President JS ACQUISITION LLC By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President JETSTAR HOLDINGS, INC. By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President ACID SERVICES, LLC By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President JETSTAR ENERGY SERVICES, INC. By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President XXXXXX DRILLING CORP. By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President PERMIAN PLAZA, LLC By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President XTERRA FISHING & RENTAL TOOLS CO. By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President XXXXXX INDUSTRIES, LLC By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: Chief Executive Officer PLATINUM PRESSURE SERVICES, INC. By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President ADMIRAL WELL SERVICE, INC. By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President MAVERICK COIL TUBING SERVICES, LLC By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President MAVERICK SOLUTIONS, LLC By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President MAVERICK STIMULATION COMPANY, LLC By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President MAVERICK THRU-TUBING SERVICES, LLC By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President MCM HOLDINGS, LLC By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President MSM LEASING, LLC By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President THE MAVERICK COMPANIES, LLC By: /s/ T. M. “Xxx” Xxxxxxxxx Name: T. M. “Xxx” Xxxxxxxxx Title: President Confirmed and accepted as of the date first above written XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Acting on behalf of itself and as the Representative of the several Initial Purchasers By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director Initial Purchaser Principal Amount of Notes to Be Purchased Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 142,681,000 UBS Securities LLC 69,512,000 Xxxxxx Xxxxxxx & Co. LLC 40,244,000 PNC Capital Markets LLC 29,268,000 Capital One Securities, Inc. 3,659,000 Xxxxxxx Rice & Company L.L.C. 3,659,000 Xxxxx Xxxxxxx & Co. 3,659,000 Seaport Global Securities LLC 3,659,000 Xxxxxxxx Inc. 3,659,000 Total $ 300,000,000 Schedule II Subsidiary Jurisdiction of Organization Equity Holder and % Held by Each Basic Energy Services GP, LLC Delaware Basic Energy Services, Inc. - 100% Basic Energy Services LP, LLC Delaware Basic Energy Services, Inc. - 100% Basic Energy Services, L.P. Delaware Basic Energy Services GP, LLC. - 0.01% Basic Energy Services LP, LLC - 99.99% Basic ESA, Inc. Texas Basic Energy Services, Inc. - 100% Basic Marine Services, Inc. Delaware Basic Energy Services, L.P. - 100% Chaparral Service, Inc. New Mexico Basic Energy Services, L.P. – 100% First Energy Services Company Delaware Basic Energy Services, L.P. - 100% XxXxx Oil Field Service Co. Texas Basic Energy Services, L.P. - 100% Globe Well Service, Inc. Texas Basic Energy Services, L.P. - 100% SCH Disposal, L.L.C. Texas Basic Energy Services, L.P. - 100% JS Acquisition LLC Delaware Basic Energy Services, L.P. - 100% JetStar Holdings, Inc. Delaware JS Acquisition LLC - 100% Acid Services, LLC Kansas JS Acquisition LLC - 100% JetStar Energy Services, Inc. Texas JetStar Holdings, Inc. - 100% Xxxxxx Drilling Corp. Texas Basic Energy Services, L.P. - 100% Permian Plaza, LLC Texas Basic Energy Services, L.P. - 100% Xterra Fishing & Rental Tools Co. Texas Basic Energy Services, L.P. - 100% Xxxxxx Industries, LLC Texas Basic Energy Services, L.P. - 100% Platinum Pressure Services, Inc. Texas Basic Energy Services, L.P. - 100% Admiral Well Service, Inc. Texas Platinum Pressure Services, Inc. - 100% Maverick Coil Tubing Services, LLC Colorado Basic Energy Services, L.P. - 100% Maverick Solutions, LLC Colorado Basic Energy Services, L.P. - 100% Maverick Stimulation Company, LLC Colorado Basic Energy Services, L.P. - 100% Maverick Thru-Tubing Services, LLC Colorado Basic Energy Services, L.P. - 100% MCM Holdings, LLC Colorado Basic Energy Services, L.P. - 100% MSM Leasing, LLC Colorado Basic Energy Services, L.P. - 100% The Maverick Companies, LLC Colorado Basic Energy Services, L.P. - 100% Basic Energy Receivables, LLC* BER Holdco, LLC* Delaware Delaware BER Holdco, LLC - 100% Basic Energy Services, L.P. - 100% Basic Energy Services International, LLC* Delaware Basic Energy Services, L.P. - 100% ESA de Mexico S. de R.L. C.V.* Mexico Basic Energy Services International, LLC - 99% Basic ESA, Inc. - 1% Robota Energy Equipment, LLC* Texas Basic Energy Services, L.P. - 100% * Will not be a Guarantor as of the Closing Date. Schedule III Basic Energy Services, Inc. Pricing Term Sheet Schedule IV Company Supplemental Disclosure Documents

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Securities. The Company further acknowledge acknowledges that each of the Underwriters are is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters any Underwriter act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters such Underwriter may undertake or have has undertaken in furtherance of the offering purchase and sale of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no and each Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters any Underwriter to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securitiesSecurities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding understand that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesUnits; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to Maxim Group LLC May 17, 2010 Page 39 of 44 the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding understand that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesUnits; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.. Broadband Capital Management LLC ____________ ____________, 2009 Page 40 of 45

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Offered Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Underwriting Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, Company its management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Offered Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesOffered Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Public Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s 's length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Public Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securitiesPublic Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges and agrees that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters any Underwriter act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters any Underwriter may undertake or have has undertaken in furtherance of the offering of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters Each Underwriter hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The price of the Shares set forth in this Agreement was established by the Company hereby further confirms its understanding following discussions and arms-length negotiations with the Underwriters, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement. The Company has been advised that no Underwriter has assumed an advisory or fiduciary responsibility the Underwriters and their affiliates are engaged in favor a broad range of transactions which may involve interests that differ from those of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and that the Underwriters agree that they are each responsible for making their own independent judgments with respect have no obligation to any disclose such transactions, interests and that any opinions or views expressed by the Underwriters transactions to the Company regarding such transactionsby virtue of any fiduciary, including but not limited to any opinions advisory or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Companyagency relationship. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company it may have against the Underwriters any Underwriter with respect to any breach or alleged breach of any fiduciary or similar duty to the Company it in connection with the transactions contemplated by this Agreement or any matters leading up to such transactionstransactions and agrees that no Underwriter shall have liability (whether direct or indirect) to it in respect of such a fiduciary duty claim to any person asserting a fiduciary duty claim on behalf of it.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are each Initial Purchaser is acting solely as underwriters initial purchaser in connection with the offering purchase and sale of the Company’s Securities. The Company further acknowledge acknowledges that the Underwriters are each Initial Purchaser is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters Initial Purchasers act or be responsible as a fiduciary to the Company, its Company or their management, shareholders, stockholders or creditors or any other person in connection with any activity that the Underwriters Initial Purchasers may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securities, either before or after the date hereof. The Underwriters Initial Purchasers hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Initial Purchasers agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters Initial Purchasers to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesSecurities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that either of the Company may have against the Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters an underwriter in connection with the offering purchase and sale of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Securitiessecurities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding ; notwithstanding the foregoing, each Underwriter acknowledges solely for the purposes of compliance with Regulation FD promulgated under the Act (“Regulation FD”) that no Underwriter it is and has assumed been acting as a person who owes an advisory or fiduciary responsibility in favor obligation of the Company with respect confidentiality to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the OfferingCompany. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securitiessecurities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering Offering by the Company of the Company’s Transaction Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the SecuritiesFirm Units or the Option Units; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the Company’s Offered Securities. The Company further acknowledge acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Underwriting Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering purchase and sale of the Company’s Offered Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the Company’s securitiesOffered Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions.