No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the
Securities Shares pursuant to this Agreement, including the determination of the public offering price of the
Securities Shares and any related discounts and commissions, is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering
contemplated hereby of the Shares and the process leading
to such transaction thereto, eac
...h Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, Company or any of its Subsidiaries or its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby of the Shares or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its Subsidiaries on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby of the Shares except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby of the Shares and the Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. 23 12. Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company and their respective successors and the controlling persons and officers and directors referred to in Section 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters and the Company and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Shares from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
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No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that
(a) (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm's-length commercial transaction between the Company, on the one hand, and the
several Underwriters, on the other hand,
(b) and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transa...ctions contemplated by this Agreement, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, its subsidiaries or its stockholders, the Company's shareholders, creditors, employees or any other third party, (c) (iii) no Underwriter has assumed or nor will it assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or its subsidiaries on any other matters) and no Underwriter has any obligation to the Company or its subsidiaries with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters (iv) each Underwriter and their its respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company or its subsidiaries and no Underwriter has any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, (v) the Company and its subsidiaries waive, to the fullest extent permitted by law, any claims the Company may have against any Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agree that no Underwriter shall have any liability (whether direct or indirect) to the Company or its subsidiaries in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including shareholders, employees or creditors of the Company, and (e) the Underwriters have not (vi) no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has and the Bank consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate.
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No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that
(a) (i) the purchase and sale of the
Securities Notes pursuant to this Agreement, including the determination of the public offering price of the
Securities Notes and any related discounts and commissions, is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand,
(b) and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions o...f the transactions contemplated by this Agreement, (ii) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, its subsidiaries or its stockholders, the Company's shareholders, creditors, employees or any other third party, (c) (iii) no Underwriter has not assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or its subsidiaries on any other matters) and no Underwriter has any obligation to the Company or its subsidiaries with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) (iv) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company or its subsidiaries and each Underwriter does not have any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, (v) the Company and its subsidiaries waive, to the fullest extent permitted by law, any claims the Company may have against any Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty and agree that each Underwriter shall have no liability (whether direct or indirect) to the Company or its subsidiaries in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including shareholders, employees or creditors of the Company, and (e) (vi) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has and the Bank consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate.
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No Advisory or Fiduciary Relationship. The Company
acknowledges and
agrees the Manager acknowledge and agree that (a) the purchase and sale of the
Securities Shares pursuant to this Agreement, including the determination of the
public offering purchase price of the
Securities Shares and any related discounts and commissions, is
33 an arm's-length commercial transaction between the
Company, Company and the Manager, on the one hand, and the
several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby
... and the process leading to such transaction transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, Company and the Manager, or its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company and the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company, Company and the Manager and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has and the Manager have consulted its their own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.
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No Advisory or Fiduciary Relationship. The Company
acknowledges and
agrees the Manager acknowledge and agree that (a) the purchase and sale of the
Securities Shares pursuant to this Agreement, including the determination of the
public offering purchase price of the
Securities Shares and any related discounts and commissions, is an arm's-length commercial transaction between the
Company, Company and the Manager, on the one hand, and the
several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby an
...d the process leading to such transaction transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, Company and the Manager, or its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company and the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Underwriter has any obligation to the Company or the Manager with 34 respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company, Company and the Manager and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has and the Manager have consulted its their own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.
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No Advisory or Fiduciary Relationship.
The Company Each of the Issuers acknowledges and agrees that (a) the purchase and sale of the
Securities Notes pursuant to this Agreement, including the determination of the public offering price of the
Securities Notes and any related discounts and commissions, is an arm's-length commercial transaction between the
Company, Issuers, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction
... each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, Issuers, or its their stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Issuers with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is 23 currently advising the Company on other matters) and no Underwriter has any obligation to the Company Issuers with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, Issuers, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has Issuers have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate.
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No Advisory or Fiduciary Relationship. The Company
acknowledges and
agrees the Manager acknowledge and agree that (a) the purchase and sale of the
Securities Shares pursuant to this Agreement, including the determination of the
public offering purchase price of the
Securities Shares and any related discounts and commissions, is an arm's-length commercial transaction between the
Company, Company and the Manager, on the one hand, and the
several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby an
...d the process leading to such transaction transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, Company and the Manager, or its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company and the Manager with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Manager on other matters) and no Underwriter has any obligation to the Company or the Manager with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company, Company and the Manager and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has and the Manager have consulted its their own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.
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No Advisory or Fiduciary Relationship.
The Company Each of the Issuers acknowledges and agrees that (a) the purchase and sale of the
Securities Notes pursuant to this Agreement, including the determination of the public offering price of the
Securities Notes and any related discounts and commissions, is an arm's-length commercial transaction between the
Company, Issuers, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction
... each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, Issuers, or its their stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Issuers with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company Issuers with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, Issuers, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has Issuers have consulted its their own legal, accounting, regulatory and tax advisors to the extent it they deemed appropriate.
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No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that
(a) (i) the purchase and sale of the
Debt Securities pursuant to this
Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the
several Underwriters, on the
other hand, (b) other, (ii) in connection
therewith and with
the offering contemplated hereby and the process leading to such transac
...tion each Underwriter is and has been acting solely as a principal and is not the agent or 14 fiduciary of the Company, or its stockholders, creditors, employees or any other party, (c) (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has or any other obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters Agreement and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and (iv) the Company has consulted its own legal, accounting, regulatory legal and tax financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered any such advisory services, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.
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No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the
public offering purchase price of the Securities and any related discounts and commissions, is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such
transaction transaction, each Underwriter i
...s and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its respective stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company, Company and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. 32 16. USA PATRIOT Act. In accordance with the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended, the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.
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