Common use of No Advisory or Fiduciary Responsibility Clause in Contracts

No Advisory or Fiduciary Responsibility. The Depositor acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, and the Underwriter, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Units pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Units and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholdersshareholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges This Agreement supersedes all prior agreements and agrees that understandings (whether written or oral) between the Underwriter is acting solely in Company and the capacity several Underwriters, or any of an arm's length contractual counterparty to the Depositor them, with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorsubject matter hereof.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Obligors acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorObligors, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and each of the Depositor Obligors is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor any Obligor or its affiliates, stockholdersequityholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor any Obligor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor any Obligor on other matters) or and no Underwriter has any other obligation to any Obligor with respect to the Depositor offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its affiliates their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Obligors, and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisoryfiduciary, agency or fiduciary advisory relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Depositor has Obligors have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Obligors and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Obligors hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor they may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or any of its respective affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it the Company deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Initial Purchasers, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter each Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter no Initial Purchaser has not assumed nor or will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter such Initial Purchaser has advised or is currently advising the Depositor Company on other matters) or any other obligation to the Depositor Company except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Initial Purchasers and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company, and that the Underwriter has several Initial Purchasers have no obligation to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary advisory relationship; and (v) the Underwriter has Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Notes pursuant to this Agreement, including the determination of the initial public offering price of the Underwritten Certificates Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the transaction, each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of to be paid by the Underwriter for the Underwritten Certificates and any related discounts and commissionsCertificates, is an arm’s-length commercial transaction between the Depositor, on the one hand, and the Underwriter, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Notes pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its affiliates their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Obligors acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorObligors, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and each of the Depositor Obligors is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor any Obligor or its affiliates, stockholdersequityholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor any Obligor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor any Obligor on other matters) or and no Underwriter has any other obligation to any Obligor with respect to the Depositor offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its affiliates their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Obligors, and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisoryfiduciary, agency or fiduciary advisory relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Depositor has Obligors have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Obligors and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Obligors hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor they may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Units pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Units and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges This Agreement supersedes all prior agreements and agrees that understandings (whether written or oral) between the Underwriter is acting solely in Company and the capacity several Underwriters, or any of an arm's length contractual counterparty to the Depositor them, with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorsubject matter hereof.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: that (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. (a) The Depositor Borrower acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one handagrees, and the Underwriteracknowledges its Subsidiaries’ understanding, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or that no Credit Party will have any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor obligations except the those obligations expressly set forth herein and in this Agreement; (iv) the Underwriter other Loan Documents and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter each Credit Party is acting solely in the capacity of an arm's ’s length contractual counterparty to the Depositor Borrower with respect to the offering of Underwritten Certificates Loan Documents and the transactions contemplated hereby (including in connection with determining the terms of the offering) herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Depositor Borrower or any other person. In additionThe Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Underwriter Borrower acknowledges and agrees that no Credit Party is not advising the Depositor or any other person Borrower as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdiction. The Depositor Borrower shall consult with its own advisors concerning such mattersmatters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Underwriter Credit Parties shall have no responsibility or liability to the Depositor Borrower with respect thereto. (b) The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. Any review In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the Underwriter holder of the Depositorrights, in its sole discretion. (c) In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated hereby by the Loan Documents or its other matters relating relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to such other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions will be performed solely for contemplated by the benefit of Loan Documents, or to furnish to the Underwriter and shall not be on behalf of the DepositorBorrower, confidential information obtained from other companies.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Transaction Entities acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorTransaction Entities, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is Transaction Entities are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Transaction Entities or its their respective affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Transaction Entities with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Transaction Entities on other matters) or and no Underwriter has any other obligation to the Depositor Transaction Entities with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Transaction Entities and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Transaction Entities have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Transaction Entities and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Transaction Entities hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Transaction Entities may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including duty in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorby this Agreement.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, Company and the Underwriter, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this AgreementInvestors; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is Underwriters are and has have been acting solely as placement agents on a principal best efforts basis and is are not the a financial advisor, agent advisor or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has Underwriters have not assumed nor and will it not assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the any Underwriter has advised or is currently advising the Depositor Company on other matters) or any other and the Underwriters have no obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipCompany; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releasesUnderwriters, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering contemplated by this Agreement. For elimination of Underwritten Certificates doubt, nothing in this Agreement or contemplated hereby (hereby, including in connection with determining without limitation the terms immediately previous sentence, shall supersede, curtail, limit, terminate, eliminate or invalidate any provision of the offering) and Engagement Letter not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as related to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for by the benefit Registration Statement and the Prospectus, each of the Underwriter which provisions shall remain in full force and shall not be on behalf of the Depositoreffect.

No Advisory or Fiduciary Responsibility. (a) The Depositor Borrower acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one handagrees, and the Underwriteracknowledges its Subsidiaries’ understanding, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or that no Credit Party will have any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor obligations except the those obligations expressly set forth herein and in this Agreement; (iv) the Underwriter other Loan Documents and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter each Credit Party is acting solely in the capacity of an arm's ’s length contractual counterparty to the Depositor Borrower with respect to the offering of Underwritten Certificates Loan Documents and the transactions contemplated hereby (including in connection with determining the terms of the offering) herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Depositor Borrower or any other person. In additionThe Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Underwriter Borrower acknowledges and agrees that no Credit Party is not advising the Depositor or any other person Borrower as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdiction. The Depositor Borrower shall consult with its own advisors concerning such mattersmatters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Underwriter Credit Parties shall have no responsibility or liability to the Depositor Borrower with respect thereto. (b) The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. Any review In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which it may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the Underwriter holder of the Depositorrights, in its sole discretion. (c) In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower or its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated hereby by the Loan Documents or its other matters relating relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to such other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions will be performed solely for contemplated by the benefit of Loan Documents, or to furnish to the Underwriter and shall not be on behalf of the DepositorBorrower, confidential information obtained from other companies.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Notes pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or any of its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or any of its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Company and the Partnership acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its Partnership, or their affiliates, stockholdersshareholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company or the Partnership with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company or the Partnership on other matters) or and no Underwriter has any other obligation to the Depositor Company or the Partnership with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and the Partnership and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Company and the Partnership have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company, the Partnership and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company and the Partnership hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Company and the Partnership may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Notes pursuant to this Underwriting Agreement, including the determination of the public offering price of the Underwritten Certificates Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Underwriting Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Underwriting Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Underwriting Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorthis Section 2(d).

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Notes pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the UnderwriterInitial Purchaser, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter no Initial Purchaser has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter Initial Purchaser has advised or is currently advising the Depositor Company on other matters) or any other and the Initial Purchaser has no obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter Initial Purchaser and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter Initial Purchaser has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter Initial Purchaser, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter Initial Purchaser with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Units pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Units and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges This Agreement supersedes all prior agreements and agrees that understandings (whether written or oral) between the Underwriter is acting solely in Company and the capacity several Underwriters, or any of an arm's length contractual counterparty to the Depositor them, with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorsubject matter hereof.

No Advisory or Fiduciary Responsibility. The Depositor Issuer acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Notes pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorIssuer, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Issuer is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Issuer or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Issuer with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Issuer on other matters) or any other obligation to the Depositor Issuer except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Issuer, and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary advisory relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Depositor Issuer has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Issuer and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Issuer hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Issuer may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriter, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or any of its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor Company on other matters) or and the Underwriter does not have any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Each Borrower acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one handagrees, and the Underwriteracknowledges its Subsidiaries’ understanding, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or that no Credit Party will have any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor obligations except the those obligations expressly set forth herein and in this Agreement; (iv) the Underwriter other Loan Documents and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter each Credit Party is acting solely in the capacity of an arm's ’s length contractual counterparty to the Depositor such Borrower with respect to the offering of Underwritten Certificates Loan Documents and the transaction contemplated hereby (including in connection with determining the terms of the offering) therein and not as a financial advisor or a fiduciary to, or an agent of, the Depositor such Borrower or any other person. In additionEach Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Underwriter each Borrower acknowledges and agrees that no Credit Party is not advising the Depositor or any other person such Borrower as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdiction. The Depositor Each Borrower shall consult with its own advisors concerning such mattersmatters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter Credit Parties shall have no responsibility or liability to the Depositor any Borrower with respect thereto. Any review Each Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, such Borrower, its Subsidiaries and other companies with which such Borrower or any of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the Underwriter holder of the Depositorrights, in its sole discretion. In addition, each Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which such Borrower or any of its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated hereby by the Loan Documents or its other matters relating relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to such transactions will be performed solely for the benefit Borrower or any of the Underwriter and shall not be on behalf of the Depositorits Subsidiaries, confidential information obtained from other companies.

No Advisory or Fiduciary Responsibility. The Depositor Each Borrower acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one handagrees, and the Underwriteracknowledges its Subsidiaries’ understanding, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or that no Credit Party will have any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor obligations except the those obligations expressly set forth herein and in this Agreement; (iv) the Underwriter other Loan Documents and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter each Credit Party is acting solely in the capacity of an arm's ’s length contractual counterparty to the Depositor such Borrower with respect to the offering of Underwritten Certificates Loan Documents and the transaction contemplated hereby (including in connection with determining the terms of the offering) therein and not as a financial advisor or a fiduciary to, or an agent of, the Depositor such Borrower or any other person. In additionEach Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Underwriter each Borrower acknowledges and agrees that no Credit Party is not advising the Depositor or any other person such Borrower as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdiction. The Depositor Each Borrower shall consult with its own advisors concerning such mattersmatters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter Credit Parties shall have no responsibility or liability to the Depositor any Borrower with respect thereto. Any review Each Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, such Borrower, its Subsidiaries and other companies with which such Borrower or any of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the Underwriter holder of the Depositorrights, in its sole discretion. In addition, each Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which such Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from any Borrower by virtue of the transactions contemplated hereby by the Loan Documents or its other matters relating relationships with such Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. Each Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the DepositorBorrower, confidential information obtained from other companies.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Notes pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Initial Purchasers, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter each Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter no Initial Purchaser has not assumed nor or will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter such Initial Purchaser has advised or is currently advising the Depositor Company on other matters) or any other obligation to the Depositor Company except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Initial Purchasers and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company, and that the Underwriter has several Initial Purchasers have no obligation to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary advisory relationship; and (v) the Underwriter has Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Units pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Units and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholdersshareholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges This Agreement supersedes all prior agreements and agrees that understandings (whether written or oral) between the Underwriter is acting solely in Company and the capacity several Underwriters, or any of an arm's length contractual counterparty to the Depositor them, with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorsubject matter hereof.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Company and the Seller acknowledges and agrees that: (i) the purchase and sale of the Underwritten Notes or Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Notes or Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between among the DepositorCompany, on the one hand, Seller and the Underwriter, on Underwriters and each of the other hand, Company and the Depositor Seller is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of either of the Depositor Company or its the Seller, or their respective affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency advisory or fiduciary responsibility in favor of either of the Depositor Company or the Seller with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising either of the Depositor Company or the Seller on other matters) or any other obligation to either of the Depositor Company or the Seller except the obligations expressly set forth in this Agreement; (iv) the Underwriter Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of either of the Depositor Company or the Seller and that the Underwriter has Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary advisory relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Depositor Company and the Seller has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between among the Depositor Company, the Seller and the Underwriter Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Each of the Company and the Seller hereby waives and releases, to the fullest extent permitted by law, any claims that either of the Depositor Company or the Seller may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Offered Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby by this Agreement and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the UnderwriterUnderwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the no Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the any Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges This Agreement supersedes all prior agreements and agrees that understandings (whether written or oral) between the Company and any Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorsubject matter hereof.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: that (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; , (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or creditors, employees or any other party; , (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; , (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; relationship and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the initial public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including duty in connection with determining the terms any of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorprocess leading thereto.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Offered Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Offered Certificates and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriter, Underwriter on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed assumed, nor will it assume assume, an advisory, agency advisory or fiduciary responsibility in favor of the Depositor with Company respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor Company on other matters) or any other obligation to the Depositor Company except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary advisory relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor acknowledges Company and agrees that: (i) the purchase Selling Shareholders hereby acknowledge that the Underwriters are acting solely as underwriters in connection with the Offering. The Company and sale of the Underwritten Certificates Selling Shareholders further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is Agreement entered into on an arm’s-length commercial transaction between basis and in no event do the Depositorparties intend that the Underwriters act or be responsible as a fiduciary to the Company, on its management, shareholders, creditors or any other person in connection with any activity that the one handUnderwriters may undertake or have undertaken in furtherance of the Offering, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company and the UnderwriterSelling Shareholders, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of either in connection with the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby Agreement or any matters leading up to such transactions, and the process leading Company and the Selling Shareholders hereby confirms its understanding and agreement to such transaction that effect. The Company and the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) the Selling Shareholders hereby further confirm their understanding that no Underwriter has not assumed nor will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company or the Selling Shareholders with respect to any of the transactions Offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or thereto, including, without limitation, any other obligation negotiation related to the Depositor except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those pricing of the Depositor Offered Securities; and the Company and the Selling Shareholders have consulted their own legal and financial advisors to the extent they have deemed appropriate in connection with this Agreement and the Offering. The Company, the Selling Shareholders 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 Underwriter has no obligation Underwriters to disclose the Company or the Selling Shareholders regarding such transactions, including but not limited to any of such interests by virtue of any advisory, agency opinions or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice views with respect to the offering contemplated hereby price or market for the Company’s securities, do not constitute advice or recommendations to the Company or the Selling Shareholders. The Company and the Depositor has consulted its own legal, accounting, regulatory Selling Shareholders hereby waive and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Company and the Selling Shareholders may have against the Underwriter Underwriters with respect to any breach or alleged breach of agency any fiduciary or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty similar duty to the Depositor with respect to Company or the offering of Underwritten Certificates contemplated hereby (including Selling Shareholders in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby by this Agreement or other any matters relating leading up to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositortransactions.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Transaction Entities acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorTransaction Entities, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is Transaction Entities are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Transaction Entities or its their respective affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Transaction Entities with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Transaction Entities on other matters) or and no Underwriter has any other obligation to the Depositor Transaction Entities with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Transaction Entities and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Transaction Entities have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Transaction Entities and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Transaction Entities hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Transaction Entities may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including duty in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorby this Agreement.

No Advisory or Fiduciary Responsibility. (1) The Depositor Borrower acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one handagrees, and acknowledges its Subsidiaries’ understanding, that neither the Underwriter, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or Administrative Agent nor any other party; (iii) the Underwriter has not assumed nor Lender will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to have any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor obligations hereunder except the those obligations expressly set forth herein and in this Agreement; (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisoryother Loan Documents, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory Administrative Agent and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter each Lender is acting solely in the capacity of an arm's ’s length contractual counterparty to the Depositor Borrower with respect to the offering of Underwritten Certificates Loan Documents and the transaction contemplated hereby (including in connection with determining the terms of the offering) therein and not as a financial advisor or a fiduciary to, or an agent of, the Depositor Borrower or any other person. In additionThe Borrower agrees that it will not assert any claim against the Administrative Agent or any Lender based on an alleged breach of fiduciary duty by such Administrative Agent or Lender in connection with this Agreement and the transactions contemplated hereby. Additionally, the Underwriter Borrower acknowledges and agrees that neither the Administrative Agent nor any Lender is not advising the Depositor or any other person Borrower as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdiction. The Depositor Borrower shall consult with its own advisors concerning such mattersmatters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriter Administrative Agent nor any Lender shall have no any responsibility or liability to the Depositor Borrower with respect thereto. (2) The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Lender is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. Any review In the ordinary course of business, any Lender may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower, its Subsidiaries and other companies with which the Borrower or any of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Lender or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the Underwriter holder of the Depositorrights, in its sole discretion. (3) In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Lender and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower or any of its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Lender will use confidential information obtained from the Borrower by virtue of the transactions contemplated hereby by the Loan Documents or its other matters relating relationships with the Borrower in connection with the performance by such Lender of services for other companies, and no Lender will furnish any such information to such other companies. The Borrower also acknowledges that no Lender has any obligation to use in connection with the transactions will be performed solely for contemplated by the benefit Loan Documents, or to furnish to the Borrower or any of the Underwriter and shall not be on behalf of the Depositorits Subsidiaries, confidential information obtained from other companies.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Units pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Units and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges This Agreement supersedes all prior agreements and agrees that understandings (whether written or oral) between the Underwriter is acting solely in Company and the capacity several Underwriters, or any of an arm's length contractual counterparty to the Depositor them, with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorsubject matter hereof.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company, or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Borrower acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one handagrees, and the Underwriteracknowledges its Subsidiaries’ understanding, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or that no Credit Party will have any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor obligations except the those obligations expressly set forth herein and in this Agreement; (iv) the Underwriter other Loan Documents and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter each Credit Party is acting solely in the capacity of an arm's ’s length contractual counterparty to the Depositor Borrower with respect to the offering of Underwritten Certificates Loan Documents and the transaction contemplated hereby (including in connection with determining the terms of the offering) therein and not as a financial advisor or a fiduciary to, or an agent of, the Depositor Borrower or any other person. In additionThe Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Underwriter Borrower acknowledges and agrees that no Credit Party is not advising the Depositor or any other person Borrower as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdiction. The Depositor Borrower shall consult with its own advisors concerning such mattersmatters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter Credit Parties shall have no responsibility or liability to the Depositor Borrower with respect thereto. Any review The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower, its Subsidiaries and other companies with which the Borrower or any of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the Underwriter holder of the Depositorrights, in its sole discretion. In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its Affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower or any of its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated hereby by the Loan Documents or its other matters relating relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to such other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions will be performed solely for contemplated by the benefit Loan Documents, or to furnish to the Borrower or any of the Underwriter and shall not be on behalf of the Depositorits Subsidiaries, confidential information obtained from other companies.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its the respective affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, Company and the Underwriter, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this AgreementInvestors; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as placement agent on a principal best efforts basis and is not the a financial advisor, agent advisor or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor and will it not assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the any Underwriter has advised or is currently advising the Depositor Company on other matters) or any other and the Underwriter has no obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipCompany; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releasesUnderwriter, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering contemplated by this Agreement. For elimination of Underwritten Certificates doubt, nothing in this Agreement or contemplated hereby (hereby, including in connection with determining without limitation the terms immediately previous sentence, shall supersede, curtail, limit, terminate, eliminate or invalidate any provision of the offering) and not as a financial advisor or a fiduciary to, or an agent of, letter agreement between the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, Company and the Underwriter shall have no responsibility or liability Underwriter, dated as of September 4, 2018 (the “Engagement Letter”) not related to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for by the benefit Registration Statement and the Prospectus, each of the Underwriter which provisions shall remain in full force and shall not be on behalf of the Depositoreffect.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Units pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Units and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, Company and the Underwriter, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this AgreementInvestors; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter Placement Agent is and has been acting solely as placement agent on a principal best efforts basis and is not the a financial advisor, agent advisor or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter Placement Agent has not assumed nor and will it not assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter Placement Agent has advised or is currently advising the Depositor Company on other matters) or any other and the Placement Agent has no obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter Placement Agent and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipCompany; and (v) the Underwriter Placement Agent has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releasesPlacement Agent, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering contemplated by this Agreement. For elimination of Underwritten Certificates doubt, nothing in this Agreement or contemplated hereby (hereby, including in connection with determining without limitation the terms immediately previous sentence, shall supersede, curtail, limit, terminate, eliminate or invalidate any provision of the offering) and Engagement Letter not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as related to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for by the benefit Registration Statement and the Prospectus, each of the Underwriter which provisions shall remain in full force and shall not be on behalf of the Depositoreffect.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Notes pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or of fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any an advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or of alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor acknowledges Company, the Selling Shareholder, and agrees that: the Underwriters acknowledge and agree that (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, Agreement is an arm’s-length commercial transaction between the DepositorCompany, and/or the Selling Shareholder, on the one hand, and the UnderwriterUnderwriters, on the other handother, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection therewith and with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been Underwriters are acting solely as a principal principals and is not the financial advisor, agent agents or fiduciary fiduciaries of the Depositor Company or its affiliatesthe Selling Shareholder, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company or the Selling Shareholder with respect to any of the transactions offering contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company or the Selling Shareholder on other matters) or any other obligation to the Depositor Company or the Selling Shareholder except the obligations expressly set forth in this Agreement; , (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those each of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby Company and the Depositor Selling Shareholder has consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent it deemed appropriate, and (v) although the Underwriters may provide certain Regulation Best Interest documentation in connection with the offering, the Underwriters are not making a recommendation to participate in the offering or sell any Securities at the price determined in the offering and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation. This Agreement supersedes all prior agreements and understandings (whether written or oral) between Each of the Depositor Company and the Selling Shareholder agrees that it will not claim that any Underwriter with respect has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the subject matter hereofCompany or the Selling Shareholder, in connection with such transaction or the process leading thereto. The Depositor hereby waives Furthermore, the Company and releasesthe Selling Shareholder agree that they are solely responsible for making their own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company or the Selling Shareholder on related or other matters). Moreover, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor Selling Shareholder acknowledges and agrees that that, although the Underwriter is acting solely in Representatives may be required or choose to provide the capacity of an arm's length contractual counterparty to the Depositor Selling Shareholder with respect to the offering of Underwritten Certificates contemplated hereby (including certain Regulation Best Interest and Form CRS disclosures in connection with determining the terms of the offering) , the Representatives and the other Underwriters are not as making a financial advisor or recommendation to the Selling Shareholder to participate in the offering, enter into a fiduciary to“lock-up” agreement, or an agent ofsell any Securities at the price determined in the offering, and nothing set forth in such disclosures is intended to suggest that the Depositor Representatives or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning Underwriters are making such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositora recommendation.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Common Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Common Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriter, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its Subsidiaries, affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor Company on other matters) or and the Underwriter has no any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Company and the Selling Stockholder acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany and the Selling Stockholder, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is Company and the Selling Stockholder are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company, the Selling Stockholder, or its their respective affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company or the Selling Stockholder with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company or the Selling Stockholder on other matters) or and no Underwriter has any other obligation to the Depositor Company or the Selling Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and the Selling Stockholder and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Company and the Selling Stockholder have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company, the Selling Stockholder and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company and the Selling Stockholder hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Company and the Selling Stockholder may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty duty relating to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorin this Agreement.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is Company are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or any of its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Company and the Selling Stockholders acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany and the Selling Stockholders, on the one hand, and the Underwriter, on the other hand, and the Depositor is Company and the Selling Stockholders are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company, the Selling Stockholders or its their respective affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor and will it not assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company or the Selling Stockholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor Company or the Selling Stockholders on other matters) or and the Underwriter does not have any other obligation to the Depositor Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and the Selling Stockholders and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and the transactions contemplated hereby (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Company and the Selling Stockholders have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Transaction Entities acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the DepositorTransaction Entities, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is Transaction Entities are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Transaction Entities or its their respective affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Transaction Entities with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Transaction Entities on other matters) or and no Underwriter has any other obligation to the Depositor Transaction Entities with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Transaction Entities and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Transaction Entities have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Transaction Entities and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Transaction Entities hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Transaction Entities may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including duty in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorby this Agreement.

No Advisory or Fiduciary Responsibility. The Depositor acknowledges and agrees that: (i) the purchase and sale of the Underwritten Publicly-Offered Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Publicly-Offered Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or any of its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: that (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the no Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter Underwriters shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter Underwriters of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter Underwriters and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the UnderwriterUnderwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the no Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the any Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges This Agreement supersedes all prior agreements and agrees that understandings (whether written or oral) between the Company and any Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorsubject matter hereof.

No Advisory or Fiduciary Responsibility. The Depositor acknowledges Company and agrees that: (i) the purchase and sale Selling Shareholder hereby acknowledge that the Underwriters are acting solely as underwriters in connection with the offering of the Underwritten Certificates Offered Securities. The Company and the Selling Shareholder further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is Agreement entered into on an arm’s-length commercial transaction between basis and in no event do the Depositorparties intend that the Underwriters act or be responsible as a fiduciary to the Company or the Selling Shareholder, on its management, shareholders, creditors or any other person in connection with any activity that the one handUnderwriters may undertake or have undertaken in furtherance of the offering of the Offered Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company and the UnderwriterSelling Shareholder, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of either in connection with the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby Agreement or any matters leading up to such transactions, and the process leading Company and the Selling Shareholder hereby confirm their understanding and agreement to such transaction that effect. The Company and the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) the Selling Shareholder hereby further confirm their understanding that no Underwriter has not assumed nor will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions Offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or thereto, including, without limitation, any other obligation negotiation related to the Depositor except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those pricing of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipOffered Securities; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby Company and the Depositor has Selling Shareholder have consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent it has deemed appropriate. This appropriate in connection with this Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter Offering. The Company, the Selling Shareholder 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 and the Selling Shareholder regarding such transactions, including but not limited to any opinions or views with respect to the subject matter hereofprice or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company and the Selling Shareholder may have against the Underwriter Underwriters with respect to any breach or alleged breach of agency any fiduciary or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty similar duty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including Company in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby by this Agreement or other any matters relating leading up to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositortransactions.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges This Agreement supersedes all prior agreements and agrees that understandings (whether written or oral) between the Underwriter is acting solely in Company and the capacity several Underwriters, or any of an arm's length contractual counterparty to the Depositor them, with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorsubject matter hereof.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Laredo Parties acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorLaredo Parties, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is Laredo Parties are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Laredo Parties or its their respective affiliates, stockholdersequityholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Laredo Parties with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Laredo Parties on other matters) or any other obligation to the Depositor Laredo Parties except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Laredo Parties, and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary advisory relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Depositor has Laredo Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Laredo Parties and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Laredo Parties hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Laredo Parties may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, Company and the Underwriter, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this AgreementInvestors; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is are and has have been acting solely as placement agents on a principal best efforts basis and is are not the a financial advisor, agent advisor or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has have not assumed nor and will it not assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the any Underwriter has advised or is currently advising the Depositor Company on other matters) or any other and the Underwriter have no obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipCompany; and (v) the Underwriter has have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releasesUnderwriter, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering contemplated by this Agreement. For elimination of Underwritten Certificates doubt, nothing in this Agreement or contemplated hereby (hereby, including in connection with determining without limitation the terms immediately previous sentence, shall supersede, curtail, limit, terminate, eliminate or invalidate any provision of the offering) and Engagement Letter not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as related to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for by the benefit Registration Statement and the Prospectus, each of the Underwriter which provisions shall remain in full force and shall not be on behalf of the Depositoreffect.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Debentures pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Debentures and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Common Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Common Shares and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriter, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its Subsidiaries, affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor Company on other matters) or and the Underwriter has no any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Certificate pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Certificate and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, and the Underwriter, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of the Underwritten Certificates Certificate contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, neither the Representative nor any other Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter Underwriters shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter Underwriters of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter Underwriters and shall not be on behalf of the Depositor.Xxxxxxxxx

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Common Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Units pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Units and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has assumed and will not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or any other and no Underwriter has an obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges This Agreement supersedes all prior agreements and agrees that understandings (whether written or oral) between the Underwriter is acting solely in Company and the capacity several Underwriters, or any of an arm's length contractual counterparty to the Depositor them, with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorsubject matter hereof.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Initial Purchasers, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter each Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company, or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter no Initial Purchaser has not assumed nor or will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter such Initial Purchaser has advised or is currently advising the Depositor Company on other matters) or any other obligation to the Depositor Company except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Initial Purchasers and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Initial Purchasers have no obligation to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary advisory relationship; and (v) the Underwriter has Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Each of the CapitalSource Parties acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the DepositorCapitalSource Parties, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is CapitalSource Parties are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of any of the Depositor CapitalSource Parties or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor CapitalSource Parties with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor CapitalSource Parties on other matters) or and no Underwriter has any other obligation to the Depositor CapitalSource Parties with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor CapitalSource Parties and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has CapitalSource Parties have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor CapitalSource Parties and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor CapitalSource Parties hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor CapitalSource Parties may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including duty in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review contemplated by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorthis Agreement.

No Advisory or Fiduciary Responsibility. The Depositor Company and the Selling Shareholder hereby acknowledges and agrees that: (i) that the purchase and sale Underwriters are acting solely as underwriters in connection with the offering of the Underwritten Certificates Offered Securities. The Company and the Selling Shareholder further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is Agreement entered into on an arm’s-length commercial transaction between basis and in no event do the Depositorparties intend that the Underwriters act or be responsible as a fiduciary to the Selling Shareholder, on the one handCompany, 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 Offered Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company and the UnderwriterSelling Shareholder, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of either in connection with the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby Agreement or any matters leading up to such transactions, and the process leading Company hereby confirms its understanding and agreement to such transaction the Underwriter is that effect. The Company and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or Selling Shareholder hereby further confirms its affiliates, stockholders, creditors or employees or any other party; (iii) the understanding that no Underwriter has not assumed nor will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company and the Selling Shareholder with respect to any of the transactions Offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or thereto, including, without limitation, any other obligation negotiation related to the Depositor except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those pricing of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipOffered Securities; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby Company and the Depositor has Selling Shareholder have consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent it has deemed appropriate. This appropriate in connection with this Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter Offering. The Company, the Selling Shareholder 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 and the Selling Shareholder regarding such transactions, including but not limited to any opinions or views with respect to the subject matter hereofprice or market for the Company’s securities, do not constitute advice or recommendations to the Company or the Selling Shareholder. The Depositor Company and the Selling Shareholder hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company or the Selling Shareholder may have against the Underwriter Underwriters with respect to any breach or alleged breach of agency any fiduciary or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty similar duty to the Depositor with respect to Company and the offering of Underwritten Certificates contemplated hereby (including Selling Shareholder in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby by this Agreement or other any matters relating leading up to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositortransactions.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Company and the Selling Shareholders acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorSelling Shareholders, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is Selling Shareholders are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company, the Selling Shareholders or its their respective affiliates, stockholdersshareholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company or the Selling Shareholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company or the Selling Shareholders on other matters) or and no Underwriter has any other obligation to the Depositor Company or the Selling Shareholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and the Selling Shareholders and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Company and the Selling Shareholders have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company, the Selling Shareholders and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company and the Selling Shareholders hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Company and the Selling Shareholders may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Each of the Bank and the Depositor acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Notes pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its respective affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor on other matters) or and no Underwriter has any other obligation to the Depositor with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its affiliates their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Issuer has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) among or between the Depositor Depositor, the Bank and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor and the Bank, respectively, hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor it may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: that (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is Company are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Company have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this the applicable Terms Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement and the applicable Terms Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement and the applicable Terms Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges If the foregoing is in accordance with your understanding of our agreement, please sign and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty return to the Depositor Company a counterpart hereof, whereupon this Agreement, along with respect all counterparts, will become a binding agreement between the Representative(s) and the Company in accordance with its terms. Very truly yours, WELLPOINT, INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Vice President, Treasurer and Chief Investment Officer CONFIRMED AND ACCEPTED, as of the date first above written: BANC OF AMERICA SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. XXXXXXX, XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED as Representatives of the several Underwriters By: Banc of America Securities LLC By: /s/ Xxxxx Xxxxxxx [·], 2006 To: WellPoint, Inc. 000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: We understand that WellPoint, Inc., an Indiana corporation (the “Company”), proposes to issue and sell $ aggregate principal amount of its senior debt securities (the “Debt Securities”), such securities also being hereinafter referred to as the “Underwritten Securities”). Subject to the offering terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the “Underwriters”)] offer to purchase [, severally and not jointly,] the principal amount of Underwritten Certificates contemplated hereby (including in connection with determining Securities [opposite their names set forth below] at the terms purchase price set forth below. Total [$ ] Representative(s): The Underwritten Securities shall have the following terms: Title: Rank: Ratings: Aggregate principal amount: Denominations: Currency of payment: Interest rate or formula: Interest payment dates: Regular record dates: Stated maturity date: Redemption provisions: Sinking fund requirements: Conversion provisions: Listing requirements: Black-out provisions: Fixed or Variable Price Offering: [Fixed] [Variable] Price Offering If Fixed Price Offering: % of the offering) and not as a financial advisor or a fiduciary toprincipal amount, or an agent ofplus accrued interest [amortized original issue discount], the Depositor or any other personif any, from . In additionPurchase price: % of principal amount, the Underwriter is not advising the Depositor or any other person as to any legalplus accrued interest [amortized original issue discount], taxif any, investment, accounting or regulatory matters in any jurisdictionfrom . The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.Form:

No Advisory or Fiduciary Responsibility. The Depositor acknowledges Company and agrees that: (i) the purchase Selling Shareholders hereby acknowledge that the Underwriters are acting solely as underwriters in connection with the Offering. The Company and sale of the Underwritten Certificates Selling Shareholders further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is Agreement entered into on an arm’s-length commercial transaction between basis and in no event do the Depositorparties intend that the Underwriters act or be responsible as a fiduciary to the Company or the Selling Shareholders, on their management, shareholders, creditors or any other person in connection with any activity that the one handUnderwriters may undertake or have undertaken in furtherance of the Offering, and either before or after the Underwriterdate hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company or the Selling Shareholders, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of either in connection with the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby Agreement or any matters leading up to such transactions, and the process leading Company and the Selling Shareholders hereby confirm their understanding and agreement to such transaction that effect. The Company and the Underwriter is and has been acting solely as a principal and is not Selling Shareholders hereby further confirm their understanding that the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has Underwriters have not assumed nor will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company or the Selling Shareholders with respect to any of the transactions Offering contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or thereto, including, without limitation, any other obligation negotiation related to the Depositor except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those pricing of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipOffered Securities; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby Company and the Depositor has Selling Shareholders have consulted its their own legal, accounting, regulatory legal and tax financial advisors to the extent it has deemed appropriate. This appropriate in connection with this Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter Offering. The Company, the Selling Shareholders, 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 and/or the Selling Shareholders regarding such transactions, including but not limited to any opinions or views with respect to the subject matter hereofprice or market for the Company’s securities, do not constitute advice or recommendations to the Company or the Selling Shareholders. The Depositor Company and Selling Shareholders hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Company or the Selling Shareholders may have against the Underwriter Underwriters with respect to any breach or alleged breach of agency any fiduciary or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty similar duty to the Depositor with respect to Company or the offering of Underwritten Certificates contemplated hereby (including Selling Shareholders in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby by this Agreement or other any matters relating leading up to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositortransactions.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Debt Securities pursuant to this Underwriting Agreement, including the determination of the public offering price of the Underwritten Certificates Debt Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Underwriting Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Underwriting Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Underwriting Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorthis Section 2(d).

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates ADSs pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates ADSs and any related discounts and commissions, is an arm’sarm's-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Company and the Selling Stockholders acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany and the Selling Stockholders, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is Company and the Selling Stockholders are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company, the Selling Stockholders or its their affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company or the Selling Stockholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company or the Selling Stockholders on other matters) or and no Underwriter has any other obligation to the Depositor Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and the Selling Stockholders and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Company and the Selling Stockholders have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company, the Selling Stockholders and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company and the Selling Stockholders hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Company and the Selling Stockholders may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company, or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor acknowledges and agrees that: (i) the purchase and sale of the Underwritten Publicly-Offered Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Publicly-Offered Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is 220666 SEMT 2007-2 Underwriting Agreement capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Each of the Issuer, Depositor and Sunnova Energy acknowledges and agrees that: (ia) the purchase and sale of the Underwritten Certificates Notes pursuant to this Agreement, including the determination of the public offering price prices of the Underwritten Certificates Notes and any related discounts and commissions, is an arm’s-length commercial transaction between among the Depositor, on the one hand, Sunnova Entities and the Underwriter, on Initial Purchaser and each of the other hand, and the Depositor Sunnova Entities is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (iib) in connection with each transaction contemplated hereby the purchase and sale of the process leading to such transaction Notes, the Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. fiduciary of any of the Depositor Sunnova Entities, or its their respective affiliates, directors, officers, stockholders, creditors or employees or any other party; (iiic) the Underwriter Initial Purchaser has not assumed nor and will it not assume an advisory, agency advisory or fiduciary responsibility in favor of any of the Depositor Sunnova Entities with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor except the obligations expressly set forth in this Agreementhereby; (ivd) the Underwriter Initial Purchaser and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Sunnova Entities and that the Underwriter Initial Purchaser has no obligation to disclose any of such interests by virtue of any advisoryfiduciary or advisory relationship; (e) the Sunnova Entities shall each consult with their own advisors concerning the purchase and sale of the Notes and shall be responsible for making their own independent investigation and appraisal of the transaction contemplated hereby, agency and the Initial Purchaser shall not have any responsibility or fiduciary relationshipliability to any Sunnova Entity with respect thereto; (f) the Initial Purchaser and its affiliates are not providing and have not provided legal, regulatory, tax, insurance or accounting advice in any jurisdiction; and (vg) each of the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releasesSunnova Entities waives, to the fullest extent permitted by law, any claims that the Depositor it may have against the Underwriter with respect to any Initial Purchaser for breach of fiduciary duty or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, Company and the Underwriter, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this AgreementInvestors; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as placement agent on a principal best efforts basis and is not the a financial advisor, agent advisor or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor and will it not assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the any Underwriter has advised or is currently advising the Depositor Company on other matters) or any other and the Underwriter has no obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationshipCompany; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releasesUnderwriter, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering contemplated by this Agreement. For elimination of Underwritten Certificates doubt, nothing in this Agreement or contemplated hereby (hereby, including in connection with determining without limitation the terms immediately previous sentence, shall supersede, curtail, limit, terminate, eliminate or invalidate any provision of the offering) and not as a financial advisor or a fiduciary to, or an agent of, letter agreement between the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, Company and the Underwriter shall have no responsibility or liability Underwriter, dated as of February 11, 2019 (the “Engagement Letter”) not related to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for by the benefit Registration Statement and the Prospectus, each of the Underwriter which provisions shall remain in full force and shall not be on behalf of the Depositoreffect.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Notes pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Initial Purchasers, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter each Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliatesAffiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter no Initial Purchaser has not assumed nor or will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter such Initial Purchaser has advised or is currently advising the Depositor Company on other matters) or any other obligation to the Depositor Company except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Initial Purchasers and its affiliates their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Initial Purchasers have no obligation to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary advisory relationship; and (v) the Underwriter has Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Initial Purchasers, or any of them, with respect to the subject matter hereofof this Section 20. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor duty with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorby this Agreement.

No Advisory or Fiduciary Responsibility. The Depositor Lender Parties may have economic interests that conflict with those of the Borrower Parties. The Borrower agrees that nothing in this Credit Agreement or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Lender Parties and the Borrower Parties. The Borrower acknowledges and agrees that: that (i) the purchase entering into of and sale of the Underwritten Certificates pursuant to transactions contemplated by this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an Credit Agreement are arm’s-length commercial transaction transactions between the DepositorLender Parties, on the one hand, and the UnderwriterBorrower Parties, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection therewith and with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been Lender Parties are acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees Borrower Parties or any other party; person, (iii) the Underwriter has Lender Parties have not assumed nor will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Borrower with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has Lender Parties or any of their Affiliates have advised or is are currently advising the Depositor Borrower on any related or other matters) or any other obligation to the Depositor Borrower except the obligations expressly set forth in this Agreement; herein and (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Borrower has consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor Borrower further acknowledges and agrees that the Underwriter it is acting solely in the capacity of an arm's length contractual counterparty to the Depositor responsible for making its own independent judgment with respect to such transactions and the offering process leading thereto. The Borrower agrees that it will not claim that the Lender Parties have rendered advisory services of Underwritten Certificates contemplated hereby (including any nature or respect, or owe a fiduciary or similar duty to the Borrower, in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorprocess leading thereto.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company, or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. [Remainder of page intentionally left bank; signatures appear on next page] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, By /s/ Xxxx. X. Xxxxx Name: Xxxx X. Xxxxx Title: Group Vice President, Finance & Controller The Depositor acknowledges foregoing Agreement is hereby confirmed and agrees that accepted as of the Underwriter is acting solely date specified in Schedule I hereto. As representatives of the several underwriters By: BNP PARIBAS SECURITIES CORP. By /s/ X. Xxxxxxxx Xxxxxxxx Name: X. Xxxxxxxx Xxxxxxxx Title: Managing Director By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director Underwriting Agreement dated August 8, 2016 Representative(s): BNP Paribas Securities Corp. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Syndicate Desk Facsimile: (000) 000-0000 HSBC Securities (USA) Inc. HSBC Tower 3 000 0xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Transaction Management Group Facsimile: (000) 000-0000 Closing date and time: August 11, 2016, 9:00 a.m. New York City Time Description of Securities: Title: 2.500% Notes due 2026 Specified Currency: U.S. Dollars Aggregate principal amount: $1,000,000,000 Stated maturity date: August 11, 2026 Purchase price (include accrued interest or amortization, if any): 99.260% Offering price (include accrued interest or amortization, if any): 99.710% Sinking fund provisions: None Redemption provisions: As specified in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the DepositorProspectus.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates ADSs pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates ADSs and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Company and the Selling Stockholder acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany and the Selling Stockholder, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is Company and the Selling Stockholder are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company, the Selling Stockholder, or its their respective affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company or the Selling Stockholder with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company or the Selling Stockholder on other matters) or and no Underwriter has any other obligation to the Depositor Company or the Selling Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and the Selling Stockholder and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Company and the Selling Stockholder have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company, the Selling Stockholder and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company and the Selling Stockholder hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Company and the Selling Stockholder may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Par Entities acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorPar Entities, on the one hand, and the UnderwriterInitial Purchaser, on the other hand, and the Depositor is Par Entities are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Par Entities or its their respective affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter Initial Purchaser has not assumed nor and will it not assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Par Entities with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter Initial Purchaser has advised or is currently advising the Depositor Par Entities on other matters) or any other obligation to the Depositor Par Entities except the obligations expressly set forth in this Agreement; (iv) the Underwriter Initial Purchaser and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Par Entities, and that the Underwriter Initial Purchaser has no obligation to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary advisory relationship; and (v) the Underwriter Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Depositor has Par Entities have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Par Entities and the Underwriter Initial Purchaser with respect to the subject matter hereof. The Depositor Par Entities hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Par Entities may have against the Underwriter Initial Purchaser with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Each of the Company and the Selling Stockholders acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorSelling Stockholders, on the one hand, and the Underwriter, on the other hand, and the Depositor is Selling Stockholders are capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company, the Selling Stockholders or its their respective affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor and will it not assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company or the Selling Stockholders with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor Company or the Selling Stockholders on other matters) or and the Underwriter does not have any other obligation to the Depositor Company or the Selling Stockholders with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and the Selling Stockholders and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Company and the Selling Stockholders have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company, the Selling Stockholders and the Underwriter Underwriter, or any of them, with respect to the subject matter hereof. The Depositor Company and the Selling Stockholders hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Depositor Company and the Selling Stockholders may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Offered [Certificates] [Notes] pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Offered [Certificates] [Notes] and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, Company and the Underwriter, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor or will it not assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor Company on other matters) or any other obligation to the Depositor Company except the obligations expressly set forth in this Agreement; (iv) the Underwriter and its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter Underwriter, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor acknowledges and agrees that: (i) the purchase and sale of the Underwritten Publicly-Offered Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Publicly-Offered Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering 214709 SEMT 2007-1 Underwriting Agreement contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Shares pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands understand and accepts accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has Company have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor it may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the no Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter Underwriters shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter Underwriters of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter Underwriters and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Underwriters, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor Company or its affiliates, stockholdersshareholders, creditors or employees or any other party; (iii) the no Underwriter has not assumed nor or will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the such Underwriter has advised or is currently advising the Depositor Company on other matters) or and no Underwriter has any other obligation to the Depositor Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Underwriters and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Underwriters, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositor.

No Advisory or Fiduciary Responsibility. (a) The Depositor Borrower acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one handagrees, and the Underwriteracknowledges its Subsidiaries’ understanding, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) that no Credit Party will have any obligations in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor Loan Documents except the those obligations expressly set forth herein and in this Agreement; (iv) the Underwriter other Loan Documents and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter each Credit Party is acting solely in the capacity of an arm's ’s length contractual counterparty to the Depositor Borrower with respect to the offering of Underwritten Certificates Loan Documents and the transactions contemplated hereby (including in connection with determining the terms of the offering) herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor Borrower or any other person in connection with the transactions contemplated hereby. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdiction. The Depositor Borrower shall consult with its own advisors to the extent it deems appropriate concerning such mattersmatters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Underwriter Credit Parties shall have no responsibility or liability to the Depositor Borrower with respect theretoto such matters other than as specifically and expressly set forth in any Loan Document. (b) The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is or may be a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. Any review In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower, its Subsidiaries and other companies with which the Borrower or any of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the Underwriter holder of the Depositorrights, in its sole discretion. (c) In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower or any of its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from any Loan Party by virtue of the transactions contemplated hereby by the Loan Documents or its other matters relating relationships with any Loan Party in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to such other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions will be performed solely for contemplated by the benefit Loan Documents, or to furnish to the Borrower or any of the Underwriter and shall not be on behalf of the Depositorits Subsidiaries, confidential information obtained from other companies.

No Advisory or Fiduciary Responsibility. The Depositor Company acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates Securities pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the DepositorCompany, on the one hand, and the Underwriterseveral Initial Purchasers, on the other hand, and the Depositor Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter transaction, each Initial Purchaser is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or Company, its affiliates, stockholders, creditors or employees or any other party; (iii) the Underwriter no Initial Purchaser has not assumed nor or will it assume an advisory, agency advisory or fiduciary responsibility in favor of the Depositor Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter such Initial Purchaser has advised or is currently advising the Depositor Company on other matters) or any other obligation to the Depositor Company except the obligations expressly set forth in this Agreement; (iv) the Underwriter several Initial Purchasers and its their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor Company and that the Underwriter has several Initial Purchasers have no obligation to disclose any of such interests by virtue of any advisory, agency fiduciary or fiduciary advisory relationship; and (v) the Underwriter has Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor Company and the Underwriter several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Depositor Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor Company may have against the Underwriter several Initial Purchasers with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Depositor duty with respect to the offering of Underwritten Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor or any other person. In addition, the Underwriter is not advising the Depositor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor shall consult with its own advisors concerning such matters, and the Underwriter shall have no responsibility or liability to the Depositor with respect thereto. Any review by the Underwriter of the Depositor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Depositorhereunder.

No Advisory or Fiduciary Responsibility. (a) The Depositor Borrower acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one handagrees, and the Underwriteracknowledges its Subsidiaries’ understanding, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or that no Credit Party will have any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor obligations except the those obligations expressly set forth herein and in this Agreement; (iv) the Underwriter other Loan Documents and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter each Credit Party is acting solely in the capacity of an arm's ’s length contractual counterparty to the Depositor Borrower with respect to the offering of Underwritten Certificates Loan Documents and the transactions contemplated hereby (including in connection with determining the terms of the offering) herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Depositor Borrower or any other person. In additionThe Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Underwriter Xxxxxxxx acknowledges and agrees that no Credit Party is not advising the Depositor or any other person Borrower as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdiction. The Depositor Borrower shall consult with its own advisors concerning such mattersmatters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Underwriter Credit Parties shall have no responsibility or liability to the Depositor Borrower with respect thereto. (a) The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, in addition to providing or participating in commercial lending facilities such as that provided hereunder, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. Any review In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the Underwriter holder of the Depositorrights, in its sole discretion. (b) In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated hereby by the Loan Documents or its other matters relating relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to such other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions will be performed solely for contemplated by the benefit of Loan Documents, or to furnish to the Underwriter and shall not be on behalf of the DepositorBorrower, confidential information obtained from other companies.

No Advisory or Fiduciary Responsibility. (a) The Depositor Borrower acknowledges and agrees that: (i) the purchase and sale of the Underwritten Certificates pursuant to this Agreement, including the determination of the public offering price of the Underwritten Certificates and any related discounts and commissions, is an arm’s-length commercial transaction between the Depositor, on the one handagrees, and the Underwriteracknowledges its Subsidiaries’ understanding, on the other hand, and the Depositor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction the Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Depositor or its affiliates, stockholders, creditors or employees or that no Credit Party will have any other party; (iii) the Underwriter has not assumed nor will it assume an advisory, agency or fiduciary responsibility in favor of the Depositor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriter has advised or is currently advising the Depositor on other matters) or any other obligation to the Depositor obligations except the those obligations expressly set forth herein and in this Agreement; (iv) the Underwriter other Loan Documents and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Depositor and that the Underwriter has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Underwriter has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Depositor has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Depositor and the Underwriter with respect to the subject matter hereof. The Depositor hereby waives and releases, to the fullest extent permitted by law, any claims that the Depositor may have against the Underwriter with respect to any breach or alleged breach of agency or fiduciary duty. The Depositor acknowledges and agrees that the Underwriter each Credit Party is acting solely in the capacity of an arm's ’s length contractual counterparty to the Depositor Borrower with respect to the offering of Underwritten Certificates Loan Documents and the transactions contemplated hereby (including in connection with determining the terms of the offering) herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Depositor Borrower or any other person. In additionThe Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Underwriter Borrower acknowledges and agrees that no Credit Party is not advising the Depositor or any other person Borrower as to any legal, tax, investment, accounting accounting, regulatory or regulatory any other matters in any jurisdiction. The Depositor Borrower shall consult with its own advisors concerning such mattersmatters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Underwriter Credit Parties shall have no responsibility or liability to the Depositor Borrower with respect thereto. (a) The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, in addition to providing or participating in commercial lending facilities such as that provided hereunder, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. Any review In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the Underwriter holder of the Depositorrights, in its sole discretion. (b) In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated hereby by the Loan Documents or its other matters relating relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to such other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions will be performed solely for contemplated by the benefit of Loan Documents, or to furnish to the Underwriter and shall not be on behalf of the DepositorBorrower, confidential information obtained from other companies.