Common use of No Fiduciary Duties Clause in Contracts

No Fiduciary Duties. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Lender Party or any Affiliate thereof, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties agree that the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Loan Parties acknowledges that the Administrative Agent, the Lender Parties and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, or (y) the Lender Parties acting as lenders hereunder, that the Administrative Agent or any such Lender Party may not be entitled to share with any Loan Party. Without prejudice to the foregoing, each of the Loan Parties agrees that the Administrative Agent, the Lender Parties and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lender Parties were not Lender Parties, and without any duty to account therefor to the Loan Parties. Each of the Loan Parties hereby irrevocably waives, in favor of the Administrative Agent, the Lender Parties, the Syndication Agent, the Documentation Agents, the Senior Managers, and the Arrangers, any conflict of interest which may arise by virtue of the Administrative Agent, the Arrangers, the Syndication Agent, the Documentation Agents, the Senior Managers, and/or the Lender Parties acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, or any Lender Party as described in this Section 10.18. 

No Fiduciary Duties. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative any Agent, any Lender Party or any Affiliate thereof, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties agree that the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Loan Parties acknowledges that the Administrative AgentAgents, the Lender Parties Lenders and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than 134 as a result of (w) the Collateral Agent acting as collateral agent under the Collateral Documents, (x) the Administrative Agent acting as administrative agent hereunder, or (y) the Lender Parties Lenders acting in their respective capacities as lenders such hereunder, that the Administrative any Agent or any such Lender Party may not be entitled to share with any Loan Party. Without prejudice to the foregoing, each of the Loan Parties agrees that the Administrative AgentAgents, the Lender Parties Lenders and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent Agents were not the Administrative Agent Agents and as if the Lender Parties Lenders were not Lender PartiesLenders, and without any duty to account therefor to the Loan Parties. Each of the Loan Parties hereby irrevocably waives, in favor of the Administrative Agent, the Lender Parties, the Syndication Agent, the Documentation Agents, the Senior Managers, Lenders and the Arrangers, any conflict of interest which may arise by virtue of the Administrative Agent, the Arrangers, the Syndication Agent, the Documentation Agents, the Senior Managers, Arrangers and/or the Lender Parties Lenders acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, any ArrangerAgents, the Syndication Agent, any Documentation Agent, any Senior Manager, Arrangers or any Lender Party as described in this Section 10.18. 9.18.

No Fiduciary Duties. Each Loan Party The Company acknowledges that the Agent, each Arranger, each Lender and their respective Affiliates may have economic interests that conflict with those of the Company, its stockholders and/or its Affiliates. The Company agrees that nothing in connection with all aspects of the Loan Documents or otherwise will be deemed to create an advisorytransactions contemplated hereby and any communications in connection therewith, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Lender Party or any Affiliate thereofCompany and its Subsidiaries, on the one hand, and such Loan Partythe Agent, its stockholders or its the Arrangers and the Lenders and their respective Affiliates, on the other. The Loan Parties agree other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each part of the Loan Parties acknowledges that the Administrative Agent, the Lender Parties Arrangers and the Lenders or their respective Affiliates may and no such duty will be deemed to have interests arisen in connection with any such transactions or communications. EXHIBIT A - FORM OF NON-NEGOTIABLE PROMISSORY NOTE U.S.$_______________ Dated:__________, 20_ FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a__________ (the “Borrower”), HEREBY PROMISES TO PAY to the order of________________________________ (the “Lender”) for the account of its Applicable Lending Office on the later of the Termination Date and the date designated pursuant to Section 2.05 of the Credit Agreement (each as defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender’s Commitment in figures] or, if less, the aggregate principal amount of the Advances made by the Lender to the Borrower pursuant to the Five Year Credit Agreement dated as of December 11, 2018 among the Borrower, [AT&T Inc.,] the Lender and certain other lenders parties thereto and Citibank, N.A., as Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) outstanding on such date. The Borrower promises to pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest in respect of each Advance (i) in Dollars are payable in lawful money of the United States of America to the Agent at its account maintained at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in same day funds and (ii) in any Committed Currency are payable in such currency at the applicable Payment Office in same day funds. Each Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Notes referred to in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party may regard as conflicting with its interests and may possess information (whether or not material is entitled to the Loan Partiesbenefits of, the Credit Agreement. The Credit Agreement, among other things, (i) other than 134 as a result provides for the making of (x) the Administrative Agent acting as administrative agent hereunder, or (y) Advances by the Lender Parties acting to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Advance being evidenced by this Promissory Note, (ii) contains provisions for determining the Dollar Equivalent of Advances denominated in Committed Currencies and (iii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. [NAME OF BORROWER] By Name: Title: EXHIBIT B-1 - FORM OF NOTICE OF BORROWING Citibank, N.A., as lenders hereunderAgent for the Lenders parties to the Credit Agreement referred to below 0000 Xxxxx Xxxx, Building #3 One Penns Way, OPS 2/2 Xxx Xxxxxx, Xxxxxxxx 00000 [Date] Attention: Bank Loan Syndications Department Ladies and Gentlemen: The undersigned, [NAME OF BORROWER], a______________ (the “Borrower”), refers to the Five Year Credit Agreement, dated as of December 11, 2018 (as amended or modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, [AT&T Inc.,] certain Lenders parties thereto and Citibank, N.A., as Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the Administrative Agent or any undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Lender Party may not be entitled to share with any Loan Party. Without prejudice to Borrowing (the foregoing, each “Proposed Borrowing”) as required by Section 2.02(a) of the Loan Parties agrees that the Administrative Agent, the Lender Parties and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lender Parties were not Lender Parties, and without any duty to account therefor to the Loan Parties. Each of the Loan Parties hereby irrevocably waives, in favor of the Administrative Agent, the Lender Parties, the Syndication Agent, the Documentation Agents, the Senior Managers, and the Arrangers, any conflict of interest which may arise by virtue of the Administrative Agent, the Arrangers, the Syndication Agent, the Documentation Agents, the Senior Managers, and/or the Lender Parties acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, or any Lender Party as described in this Section 10.18. Credit Agreement:

No Fiduciary Duties. Each Loan Party The Parent, the Borrower and each Guarantor agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Lender Party Bank, or any Affiliate thereof, on the one hand, and the Parent, the Borrower or such Loan PartyGuarantor, as applicable, its stockholders or its Affiliates, on the other. The Loan Parties agree Parent, the Borrower and each Guarantor agrees that the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. Each Loan Party The Parent, the Borrower and each Guarantor agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of The Parent, the Loan Parties Borrower and each Guarantor acknowledges that the Administrative Agent, the Lender Parties Banks and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party the Parent, the Borrower or such Guarantor may regard as conflicting with its interests and may possess information (whether or not material to the Loan PartiesParent, the Borrower or such Guarantor) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, hereunder or (y) the Lender Parties Banks acting as lenders hereunder, that the Administrative Agent or any such Lender Party Bank may not be entitled to share with the Parent, the Borrower or any Loan PartyGuarantor. Without prejudice to the foregoing, each of the Loan Parties Parent, the Borrower and each Guarantor agrees that the Administrative Agent, the Lender Parties Banks and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lender Parties Banks were not Lender Partieslenders hereunder, and without any duty to account therefor to the Loan PartiesParent, the Borrower or any Guarantor. Each of The Parent, the Loan Parties Borrower and each Guarantor hereby irrevocably waives, in favor of the Administrative Agent, the Lender Parties, the Syndication Agent, the Documentation Agents, the Senior Managers, Agent and the ArrangersBanks, any conflict of interest which may arise by virtue of the Administrative Agent, Agent and the Arrangers, the Syndication Agent, the Documentation Agents, the Senior Managers, and/or the Lender Parties Banks acting in various capacities under the Loan Credit Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, Agent or any Lender Party Bank as described in this Section 10.1811.22. [Balance of page intentionally left blank] EXECUTED as of the date first referenced above. BORROWER: LASALLE HOTEL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer PARENT: LASALLE HOTEL PROPERTIES, a Maryland real estate investment trust By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer GUARANTORS: LASALLE HOTEL LESSEE, INC., an Illinois corporation By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer GLASS HOUSES, a Maryland real estate investment trust By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer DA ENTITY, LLC, a Delaware limited liability company By: LaSalle Hotel Properties Member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer and By: RDA Entity, Inc. Member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer RDA ENTITY, INC LHO GRAFTON HOTEL LESSEE, INC. LHO LE PARC LESSEE, INC. LHO SANTA XXXX ONE LESSEE, INC. LUCKY TOWN BURBANK LESSEE, INC. RAMROD LESSEE, INC. LHO MISSION BAY XXXXX LESSEE, INC. PARADISE LESSEE, INC. XXXXX XXXXXXX LESSEE, INC. CHAMBER MAID LESSEE, INC. SEASIDE HOTEL LESSEE, INC. LET IT FLHO LESSEE, INC. LASALLE WASHINGTON ONE LESSEE, INC. LHO LEESBURG ONE LESSEE, INC. LHO SAN DIEGO ONE LESSEE, INC., each, a Delaware corporation By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO WASHINGTON HOTEL ONE, L.L.C. LHO WASHINGTON HOTEL TWO, L.L.C. LHO WASHINGTON HOTEL THREE, LLC LHO WASHINGTON HOTEL FOUR, L.L.C. LHO WASHINGTON HOTEL SIX, L.L.C. I&G CAPITOL, LLC LHO XXX JOAD CIRCLE DC, L.L.C. H STREET SHUFFLE, LLC SILVER P, LLC, each, a Delaware limited liability company By: Glass Houses Managing Member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer DC ONE LESSEE, L.L.C. DC TWO LESSEE, L.L.C. DC THREE LESSEE, L.L.C. DC FOUR LESSEE, L.L.C. DC SIX LESSEE, L.L.C. DC I&G CAPITAL LESSEE, L.L.C. LHO XXX JOAD CIRCLE DC LESSEE, L.L.C. H STREET SHUFFLE LESSEE, LLC SILVER P LESSEE, LLC, each, a Delaware limited liability company By: LaSalle Washington One Lessee, Inc. Managing Member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO ALEXANDRIA ONE, L.L.C. NYC SERENADE, L.L.C. LHO VIKING HOTEL, L.L.C. LHO CHICAGO RIVER, L.L.C. LHO ALEXIS HOTEL, L.L.C. LHO ONYX HOTEL ONE, L.L.C. PC FESTIVUS, LLC, MICASA SHUCASA, LLC each, a Delaware limited liability company By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer SEASIDE HOTEL, LP, a Delaware limited partnership By: Seaside Hotel, LLC General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer XXXXX XXXXXXX, LP, a Delaware limited partnership By: Xxxxx Xxxxxxx, LLC General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer CHAMBER MAID, LP, a Delaware limited partnership By: Chamber Maid, LLC General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LET IT FLHO, LP, a Delaware limited partnership By: Let It FLHO, LLC General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO GRAFTON HOTEL, L.P., a Delaware limited partnership By: LHO Grafton Hotel, L.L.C. General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO LE PARC, L.P., a Delaware limited partnership By: LHO Le Parc, L.L.C. General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO SANTA XXXX HOTEL ONE, L.P., a Delaware limited partnership By: LHO Santa Xxxx Hotel One, L.L.C General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LUCKY TOWN BURBANK, L.P., a Delaware limited partnership By: Lucky Town Burbank, L.L.C. General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO MISSION BAY XXXXX HOTEL, L.P., a Delaware limited partnership By: LHO Mission Bay Xxxxx Hotel, L.L.C. General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO MISSION BAY HOTEL, L.P., a Delaware limited partnership By: LHO San Diego Financing, L.L.C General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO SAN DIEGO FINANCING, L.L.C., a Delaware limited liability company By: LaSalle Hotel Operating Partnership, L.P. Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO HOLLYWOOD LM, L.P., a Delaware limited partnership By: LHO Hollywood Financing, Inc. General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO NEW ORLEANS LM, L.P., a Delaware limited partnership By: LHO New Orleans Financing, Inc. General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer WILD INNOCENT I, LP, a Delaware limited partnership By: Innocent I, LLC General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer CHIMES OF FREEDOM, LLC, a Delaware limited liability company By: OF Freedom I, LLC Managing Member By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer WILD I, LLC CHIMES I, LLC OF FREEDOM I, LLC, each, a Delaware limited liability company By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO ALEXANDRIA ONE LESSEE, L.L.C. LHO ONYX ONE LESSEE, L.L.C. NYC SERENADE LESSEE, L.L.C. LHO CHICAGO RIVER LESSEE, L.L.C. LHO ALEXIS LESSEE, L.L.C. CHIMES OF FREEDOM LESSEE, LLC WILD INNOCENT I LESSEE, LLC PC FESTIVUS LESSEE, LLC, each, a Delaware limited liability company By: LaSalle Hotel Lessee, Inc. Managing Member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice-President and Chief Financial Officer LHO SAN DIEGO HOTEL ONE, L.P., a Delaware limited partnership By: LHO San Diego Hotel One, L.L.C. General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer ADMINISTRATIVE AGENT AND BANK: CITIBANK, N.A., as Administrative Agent and a Bank By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President BANKS: PNC BANK, NATIONAL ASSOCIATION, as a Bank By: /s/ X.X. Xxxxxxx, Xx. Name: X.X. Xxxxxxx, Xx. Title: S.V.P. COMPASS BANK, as a Bank By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Senior Vice President MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. LOS ANGELES BRANCH, as a Bank By: /s/ Xxxxx-Xx Xxxxx Name: Xxxxx-Xx Xxxxx Title: SVP & GM DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Bank By: /s/ XX Xxx Name: XX Xxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director U.S. BANK NATIONAL ASSOCIATION as a Bank By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as a Bank By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President SUMITOMO MITSUI BANKING CORPORATION, as a Bank By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: General Manager

No Fiduciary Duties. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Lender Party or any Affiliate thereof, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties agree that the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Loan Parties acknowledges that the Administrative Agent, the Lender Parties and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, or (y) the Lender Parties acting as lenders hereunder, that the Administrative Agent or any such Lender Party may not be entitled to share with Annex A - 118 any Loan Party. Without prejudice to the foregoing, each of the Loan Parties agrees that the Administrative Agent, the Lender Parties and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lender Parties were not Lender Parties, and without any duty to account therefor to the Loan Parties. Each of the Loan Parties hereby irrevocably waives, in favor of the Administrative Agent, the Lender Parties, the Syndication Agent, the Documentation Agents, the Senior Managers, Agent and the Arrangers, any conflict of interest which may arise by virtue of the Administrative Agent, the Arrangers, the Syndication Agent, the Documentation Agents, the Senior Managers, Agent and/or the Lender Parties acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, Agent or any Lender Party as described in this Section 10.1810.15.10.18. [Balance of page intentionally left blank] Annex A - 119 Annex B EXHIBIT B to the AMENDED AND RESTATED CREDIT AGREEMENT FORM OF NOTICE OF BORROWING NOTICE OF [SWING LINE] BORROWING _________ __, ____ Citibank, N.A., as Administrative Agent under the Amended and Restated Credit Agreement referred to below 0000 Xxxxx Xxxx, Ops III Xxx Xxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxx Xxxxxx Ladies and Gentlemen: The undersigned, HERSHA HOSPITALITY LIMITED PARTNERSHIP, refers to the Amended and Restated Credit Agreement dated as of February 28, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among the undersigned, Hersha Hospitality Trust, as Parent Guarantor, the Subsidiary Guarantors party thereto, the Lender Parties party thereto, Citibank, N.A., as Administrative Agent for the Lender Parties, and the Arrangers party thereto, and hereby gives you notice, irrevocably, pursuant to Section 2.02(a) of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section [2.02(a)][2.02(b)] of the Credit Agreement:

No Fiduciary Duties. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Lender Party or any Affiliate thereof, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties agree that the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Loan Parties acknowledges that the Administrative Agent, the Lender Parties Lenders and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, or (y) the Lender Parties Lenders acting in their respective capacities as lenders such hereunder, that the Administrative Agent Agent, or any such Lender Party may not be entitled to share with any Loan Party. Without prejudice to the foregoing, each of the Loan Parties agrees that the Administrative Agent, the Lender Parties Lenders and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lender Parties Lenders were not Lender PartiesLenders, and without any duty to account therefor to the Loan Parties. Each of the Loan Parties hereby irrevocably waives, in favor of the Administrative Agent, the Lender Parties, the Syndication Agent, the Documentation Agents, the Senior Managers, Lenders and the ArrangersArranger, any conflict of interest which may arise by virtue of the Administrative Agent, the Arrangers, the Syndication Agent, the Documentation Agents, the Senior Managers, Arranger and/or the Lender Parties Lenders acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, Arranger or any Lender Party as described in this Section 10.189.18. 118

No Fiduciary Duties. Each Loan Party The Parent, the Borrower and each Guarantor agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Lender Party Bank, or any Affiliate thereof, on the one hand, and the Parent, the Borrower or such Loan PartyGuarantor, as applicable, its stockholders or its Affiliates, on the other. The Loan Parties agree Parent, the Borrower and each Guarantor agrees that the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’sarm's-length commercial transactions. Each Loan Party The Parent, the Borrower and each Guarantor agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of The Parent, the Loan Parties Borrower and each Guarantor acknowledges that the Administrative Agent, the Lender Parties Banks and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party the Parent, the Borrower or such Guarantor may regard as conflicting with its interests and may possess information (whether or not material to the Loan PartiesParent, the Borrower or such Guarantor) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, hereunder or (y) the Lender Parties Banks acting as lenders hereunder, that the Administrative Agent or any such Lender Party Bank may not be entitled to share with the Parent, the Borrower or any Loan PartyGuarantor. Without prejudice to the foregoing, each of the Loan Parties Parent, the Borrower and each Guarantor agrees that the Administrative Agent, the Lender Parties Banks and their respective Affiliates may (a) deal (whether for its own or its customers’ ' account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lender Parties Banks were not Lender Partieslenders hereunder, and without any duty to account therefor to the Loan PartiesParent, the Borrower or any Guarantor. Each of The Parent, the Loan Parties Borrower and each Guarantor hereby irrevocably waives, in favor of the Administrative Agent, the Lender Parties, the Syndication Agent, the Documentation Agents, the Senior Managers, Agent and the ArrangersBanks, any conflict of interest which may arise by virtue of the Administrative Agent, Agent and the Arrangers, the Syndication Agent, the Documentation Agents, the Senior Managers, and/or the Lender Parties Banks acting in various capacities under the Loan Credit Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, Agent or any Lender Party Bank as described in this Section 10.1811.22. [Balance of page intentionally left blank] EXECUTED as of the date first referenced above. BORROWER: LASALLE HOTEL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer PARENT: LASALLE HOTEL PROPERTIES, a Maryland real estate investment trust By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer GUARANTORS: LASALLE HOTEL LESSEE, INC., an Illinois corporation By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer GLASS HOUSES, a Maryland real estate investment trust By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer DA ENTITY, LLC, a Delaware limited liability company By: LaSalle Hotel Properties Member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer and By: RDA Entity, Inc. Member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer RDA ENTITY, INC LHO GRAFTON HOTEL LESSEE, INC. LHO LE PARC LESSEE, INC. LHO SANTA XXXX ONE LESSEE, INC. LUCKY TOWN BURBANK LESSEE, INC. RAMROD LESSEE, INC. LHO MISSION BAY XXXXX LESSEE, INC. PARADISE LESSEE, INC. XXXXX XXXXXXX LESSEE, INC. CHAMBER MAID LESSEE, INC. SEASIDE HOTEL LESSEE, INC. LET IT FLHO LESSEE, INC. LASALLE WASHINGTON ONE LESSEE, INC. LHO LEESBURG ONE LESSEE, INC. LHO SAN DIEGO ONE LESSEE, INC., each, a Delaware corporation By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO WASHINGTON HOTEL ONE, L.L.C. LHO WASHINTON HOTEL TWO, L.L.C. LHO WASHINGTON HOTEL THREE, LLC LHO WASHINGTON HOTEL FOUR, L.L.C. LHO WASHINTON HOTEL SIX, L.L.C. I&G CAPITOL, LLC LHO XXX JOAD CIRCLE DC, L.L.C. H STREET SHUFFLE, LLC SILVER P, LLC, each, a Delaware limited liability company By: Glass Houses Managing Member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer DC ONE LESSEE, L.L.C. DC TWO LESSEE, L.L.C. DC THREE LESSEE, L.L.C. DC FOUR LESSEE, L.L.C. DC SIX LESSEE, L.L.C. DC I&G CAPITAL LESSEE, L.L.C. LHO XXX JOAD CIRCLE DC LESSEE, L.L.C. H STREET SHUFFLE LESSEE, LLC SILVER P LESSEE, LLC, each, a Delaware limited liability company By: LaSalle Washington One Lessee, Inc. Managing Member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO ALEXANDRIA ONE, L.L.C. NYC SERENADE, L.L.C. LHO VIKING HOTEL, L.L.C. LHO CHICAGO RIVER, L.L.C. LHO ALEXIS HOTEL, L.L.C. LHO ONYX HOTEL ONE, L.L.C. PC FESTIVUS, LLC, MICASA SHUCASA, LLC each, a Delaware limited liability company By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer SEASIDE HOTEL, LP, a Delaware limited partnership By: Seaside Hotel, LLC General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer XXXXX XXXXXXX, LP, a Delaware limited partnership By: Xxxxx Xxxxxxx, LLC General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer CHAMBER MAID, LP, a Delaware limited partnership By: Chamber Maid, LLC General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LET IT FLHO, LP, a Delaware limited partnership By: Let It FLHO, LLC General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO GRAFTON HOTEL, L.P., a Delaware limited partnership By: LHO Grafton Hotel, L.L.C. General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO LE PARC, L.P., a Delaware limited partnership By: LHO Le Parc, L.L.C. General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO SANTA XXXX HOTEL ONE, L.P., a Delaware limited partnership By: LHO Santa Xxxx Hotel One, L.L.C General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LUCK TOWN BURBANK, L.P., a Delaware limited partnership By: Lucky Town Burbank, L.L.C. General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO MISSION BAY XXXXX HOTEL, L.P., a Delaware limited partnership By: LHO Mission Bay Xxxxx Hotel, L.L.C. General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO MISSION BAY HOTEL, L.P., a Delaware limited partnership By: LHO San Diego Financing, L.L.C General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO SAN DIEGO FINANCING, L.L.C., a Delaware limited liability company By: LaSalle Hotel Operating Partnership, L.P. Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO HOLLYWOOD LM, L.P., a Delaware limited partnership By: LHO Hollywood Financing, Inc. General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO NEW ORLEANS LM, L.P., a Delaware limited partnership By: LHO New Orleans Financing, Inc. General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer WILD INNOCENT I, LP, a Delaware limited partnership By: Innocent I, LLC General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer CHIMES OF FREEDOM, LLC, a Delaware limited liability company By: OF Freedom I, LLC Managing Member By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer WILD I, LLC CHIMES I, LLC OF FREEDOM I, LLC, each, a Delaware limited liability company By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO ALEXANDRIA ONE LESSEE, L.L.C. LHO ONYX ONE LESSEE, L.L.C. NYC SERENADE LESSEE, L.L.C. LHO CHICAGO RIVER LESSEE, L.L.C. LHO ALEXIS LESSEE, L.L.C. CHIMES OF FREEDOM LESSEE, LLC WILD INNOCENT I LESSEE, LLC PC FESTIVUS LESSEE, LLC, each, a Delaware limited liability company By: LaSalle Hotel Lessee, Inc. Managing Member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice-President and Chief Financial Officer LHO SAN DIEGO HOTEL ONE, L.P., a Delaware limited partnership By: LHO San Diego Hotel One, L.L.C. General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer ADMINISTRATIVE AGENT AND BANK: CITIBANK, N.A., as Administrative Agent and a Bank By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President BANKS: PNC BANK, NATIONAL ASSOCIATION, as a Bank By: /s/ X. X. Xxxxxxx, Xx. Name: X. X. Xxxxxxx, Xx. Title: S.V.P. COMPASS BANK, as a Bank By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Senior Vice President MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. LOS ANGELES BRANCH, as a Bank By: /s/ Xxxxx-Xx Xxxxx Name: Xxxxx-Xx Xxxxx Title: SVP & GM DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Bank By: /s/ XX Xxx Name: XX Xxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director U.S. BANK NATIONAL ASSOCIATION, as a Bank By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as a Bank By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President SUMITOMO MITSUI BANKING CORPORATION, as a Bank By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: General Manager SCHEDULE 1.01(A) COMMITMENTS Total Allocation (Initial Borrowing and Delayed Draw Tranche) LENDER ALLOCATION Citibank, N.A. $ 50,000,000 Compass Bank 50,000,000 U.S. Bank National Association 50,000,000 PNC Bank, National Association 50,000,000 Xxxxx Fargo Bank, National Association 50,000,000 Sumitomo Mitsui Banking Corporation 30,000,000 Mega International Commercial Bank Co., Ltd. Los Angeles Branch 10,000,000 Deutsche Bank Trust Company Americas 10,000,000 Total $ 300,000,000 Initial Borrowing Allocation LENDER ALLOCATION Citibank, N.A. $ 33,333,333.34 Compass Bank 33,333,333.33 U.S. Bank National Association 33,333,333.33 PNC Bank, National Association 33,333,333.33 Xxxxx Fargo Bank, National Association 33,333,333.33 Sumitomo Mitsui Banking Corporation 20,000,000 Mega International Commercial Bank Co., Ltd. Los Angeles Branch 6,666,666.67 Deutsche Bank Trust Company Americas 6,666,666.67 Total $ 200,000,000 Delayed Draw Tranche Allocation LENDER ALLOCATION Citibank, N.A. $ 16,666,666.66 Compass Bank 16,666,666.67 U.S. Bank National Association 16,666,666.67 PNC Bank, National Association 16,666,666.67 Xxxxx Fargo Bank, National Association 16,666,666.67 Sumitomo Mitsui Banking Corporation 10,000,000 Mega International Commercial Bank Co., Ltd. Los Angeles Branch 3,333,333.33 Deutsche Bank Trust Company Americas 3,333,333.33 Total $ 100,000,000 Sch. 1.01(A) SCHEDULE 1.01(b) EXISTING PROPERTIES ($’s below denote Investment Amount as of June 30, 2012)

No Fiduciary Duties. Each Loan Party The Parent, the Borrower and each Guarantor agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Lender Party Arranger, any Bank or any Affiliate thereof, on the one hand, and the Parent, the Borrower or such Loan PartyGuarantor, as applicable, its stockholders or its Affiliates, on the other. The Loan Parties agree Parent, the Borrower and each Guarantor agrees that the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. Each Loan Party The Parent, the Borrower and each Guarantor agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of The Parent, the Loan Parties Borrower and each Guarantor acknowledges that the Administrative Agent, the Lender Parties Arrangers, the Banks and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party the Parent, the Borrower or such Guarantor may regard as conflicting with its interests and may possess information (whether or not material to the Loan PartiesParent, the Borrower or such Guarantor) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, hereunder or (y) the Lender Parties Banks acting as lenders hereunder, that the Administrative Agent Agent, any Arranger or any such Lender Party Bank may not be entitled to share with the Parent, the Borrower or any Loan PartyGuarantor. Without prejudice to the foregoing, each of the Loan Parties Parent, the Borrower and each Guarantor agrees that the Administrative Agent, the Lender Parties Arrangers, the Banks and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lender Parties Banks were not Lender Partieslenders hereunder, and without any duty to account therefor to the Loan PartiesParent, the Borrower or any Guarantor. Each of The Parent, the Loan Parties Borrower and each Guarantor hereby irrevocably waives, in favor of the Administrative Agent, the Lender Parties, the Syndication Agent, the Documentation Agents, the Senior Managers, Agent and the ArrangersBanks, any conflict of interest which may arise by virtue of the Administrative Agent, the Arrangers, Arrangers and the Syndication Agent, the Documentation Agents, the Senior Managers, and/or the Lender Parties Banks acting in various capacities under the Loan Credit Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, Arranger or any Lender Party Bank as described in this Section 10.18. 11.22.

No Fiduciary Duties. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Lender Party or any Affiliate thereof, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties agree that the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Loan Parties acknowledges that the Administrative Agent, the Lender Parties and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, or (y) the Lender Parties acting as lenders hereunder, that the Administrative Agent or any such Lender Party may not be entitled to share with any Loan Party. Without prejudice to the foregoing, each of the Loan Parties agrees that the Administrative Agent, the Lender Parties and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lender Parties were not Lender Parties, and without any duty to account therefor to the Loan Parties. Each of the Loan Parties hereby irrevocably waives, in favor of the Administrative Agent, the Lender Parties, the Syndication Agent, the Documentation Agents, the Senior Managers, Agent and the Arrangers, any conflict of interest which may arise by virtue of the Administrative Agent, the Arrangers, the Syndication Agent, the Documentation Agents, the Senior Managers, Agent and/or the Lender Parties acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, Agent or any Lender Party as described in this Section 10.18. 

No Fiduciary Duties. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Lender Party or any Affiliate thereof, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties agree that the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Loan Parties acknowledges that the Administrative Agent, the Lender Parties Lenders and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, or (y) the Lender Parties Lenders acting as lenders hereunder, that the Administrative Agent or any such Lender Party may not be entitled to share with any Loan Party. Without prejudice to the foregoing, each of the Loan Parties agrees that the Administrative Agent, the Lender Parties Lenders and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lender Parties Lenders were 106 not Lender PartiesLenders, and without any duty to account therefor to the Loan Parties. Each of the Loan Parties hereby irrevocably waives, in favor of the Administrative Agent, the Lender PartiesLenders, the Syndication Agent, the Documentation Agents, the Senior Managers, Agent and the Arrangers, any conflict of interest which may arise by virtue of the Administrative Agent, the Arrangers, the Syndication Agent, the Documentation Agents, the Senior Managers, Agent and/or the Lender Parties Lenders acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, Agent or any Lender Party as described in this Section 10.1810.17. 

No Fiduciary Duties. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, the Collateral Agent, any Lender Party or any Affiliate thereof, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties agree that the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Loan Parties acknowledges that the Administrative Agent, the Collateral Agent, the Lender Parties and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, (y) the Collateral Agent acting as the collateral agent hereunder or (yz) the Lender Parties acting as lenders hereunder, that the Administrative Agent Agent, the Collateral Agent, or any such Lender Party may not be entitled to share AMERICAS/2023134647.11 123 with any Loan Party. Without prejudice to the foregoing, each of the Loan Parties agrees that the Administrative Agent, the Collateral Agent, the Lender Parties and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent, as if the Collateral Agent were not the Collateral Agent and as if the Lender Parties were not Lender Parties, and without any duty to account therefor to the Loan Parties. Each of the Loan Parties Party hereby irrevocably waives, in favor of the Administrative Agent, the Lender PartiesCollateral Agent, the each Syndication Agent, the each Documentation AgentsAgent, the Senior Managers, each Arranger and the Arrangerseach Lender Party, any conflict of interest which may arise by virtue of the Administrative Agent, the ArrangersCollateral Agent, the any Syndication Agent, the any Documentation AgentsAgent, the Senior Managers, any Arranger and/or the any Lender Parties Party acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, the Collateral Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, Arranger or any Lender Party as described in this Section 10.18. 10.19.

No Fiduciary Duties. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, the Collateral Agent, any Lender Party or any Affiliate thereof, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties 118 agree that the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Loan Parties acknowledges that the Administrative Agent, the Collateral Agent, the Lender Parties and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, (y) the Collateral Agent acting as the collateral agent hereunder or (yz) the Lender Parties acting as lenders hereunder, that the Administrative Agent, the Collateral Agent or any such Lender Party may not be entitled to share with any Loan Party. Without prejudice to the foregoing, each of the Loan Parties agrees that the Administrative Agent, the Collateral Agent, the Lender Parties and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent, as if the Collateral Agent were not the Collateral Agent and as if the Lender Parties were not Lender Parties, and without any duty to account therefor to the Loan Parties. Each of the Loan Parties hereby irrevocably waives, in favor of the Administrative Agent, the Lender Parties, the Syndication Collateral Agent, the Documentation Agents, the Senior Managers, Lender Parties and the Arrangers, any conflict of interest which may arise by virtue of the Administrative Agent, the Arrangers, the Syndication Collateral Agent, the Documentation Agents, the Senior Managers, Arrangers and/or the Lender Parties acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Collateral Agent, any Documentation Agent, any Senior Manager, Arranger or any Lender Party as described in this Section 10.18. 9.18.

No Fiduciary Duties. Each Loan Party Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrowers, their stockholders and/or their affiliates. Each Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Lender Party or any Affiliate thereofLender, on the one hand, and such Loan PartyBorrowers, its their stockholders or its Affiliatestheir affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactionstransactions between the Lenders, on the one hand, and Borrowers, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of Borrowers, their stockholders or their affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrowers, their stockholders or their Affiliates on other matters) or any other obligation to Borrowers except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of Borrowers, their management, stockholders, creditors or any other Person. Each Loan Party Borrower acknowledges and agrees that it such Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees that it will not claim that any Lender has rendered advisory services of the Loan Parties acknowledges that the Administrative Agent, the Lender Parties and their respective Affiliates may have interests inany nature or respect, or may be providing owes a fiduciary or may in the future provide financial or other services to other parties with interests which a Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, or (y) the Lender Parties acting as lenders hereunder, that the Administrative Agent or any such Lender Party may not be entitled to share with any Loan Party. Without prejudice to the foregoing, each of the Loan Parties agrees that the Administrative Agent, the Lender Parties and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lender Parties were not Lender Parties, and without any similar duty to account therefor to the Loan Parties. Each of the Loan Parties hereby irrevocably waivesBorrowers, in favor of connection with such transaction or the Administrative Agent, the Lender Parties, the Syndication Agent, the Documentation Agents, the Senior Managers, and the Arrangers, any conflict of interest which may arise by virtue of the Administrative Agent, the Arrangers, the Syndication Agent, the Documentation Agents, the Senior Managers, and/or the Lender Parties acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, or any Lender Party as described in this Section 10.18process leading thereto. [No further text]

No Fiduciary Duties. Each Loan Party The Parent, the Borrower and each Guarantor agrees that nothing in the Loan Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Lender Party Arranger, any Issuing Bank, any Bank or any Affiliate thereof, on the one hand, and the Parent, the Borrower or such Loan PartyGuarantor, as applicable, its stockholders or its Affiliates, on the other. The Loan Parties agree Parent, the Borrower and each Guarantor agrees that the transactions contemplated by the Loan Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. Each Loan Party The Parent, the Borrower and each Guarantor agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of The Parent, the Loan Parties Borrower and each Guarantor acknowledges that the Administrative Agent, the Lender Parties Arrangers, the Issuing Banks, the Banks and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party the Parent, the Borrower or such Guarantor may regard as conflicting with its interests and may possess information (whether or not material to the Loan PartiesParent, the Borrower or such Guarantor) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, hereunder or (y) the Lender Parties Banks acting as lenders hereunder, that the Administrative Agent Agent, any Arranger, any Issuing Bank or any such Lender Party Bank may not be entitled to share with the Parent, the Borrower or any Loan PartyGuarantor. Without prejudice to the foregoing, each of the Loan Parties Parent, the Borrower and each Guarantor agrees that the Administrative Agent, the Lender Parties Arrangers, the Issuing Banks, the Banks and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lender Parties Issuing Banks and Banks were not Lender Partieslenders hereunder, and without any duty to account therefor to the Loan PartiesParent, the Borrower or any Guarantor. Each of The Parent, the Loan Parties Borrower and each Guarantor hereby irrevocably waives, in favor of the Administrative Agent, the Lender Parties, the Syndication Agent, the Documentation Agents, the Senior Managers, Issuing Banks and the ArrangersBanks, any conflict of interest which may arise by virtue of the Administrative Agent, the Arrangers, the Syndication Agent, Issuing Banks and the Documentation Agents, the Senior Managers, and/or the Lender Parties Banks acting in various capacities under the Loan Credit Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, Issuing Bank or any Lender Party Bank as described in this Section 10.18. 11.22.

No Fiduciary Duties. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Lender Party or any Affiliate thereof, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties agree that the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Loan Parties acknowledges that the Administrative Agent, the Lender Parties Lenders and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, hereunder or (y) the Lender Parties Lenders acting as lenders hereunder, that the Administrative Agent or any such Lender Party may not be entitled to share with any Loan Party. Without prejudice to the foregoing, each of the Loan Parties agrees that the Administrative Agent, the Lender Parties Lenders and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lender Parties Lenders were not Lender PartiesLenders, and without any duty to account therefor to the Loan Parties. Each of the Loan Parties hereby irrevocably waives, in favor of the Administrative Agent, the Lender Parties, the Syndication Agent, the Documentation Agents, the Senior Managers, Lenders and the Arrangers, any conflict of interest which may arise by virtue of the Administrative Agent, the Arrangers, the Syndication Agent, the Documentation Agents, the Senior Managers, Arrangers and/or the Lender Parties Lenders acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, Arranger or any Lender Party as described in this Section 10.189.16. 121

No Fiduciary Duties. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Lender Party or any Affiliate thereof, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties agree that the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Loan Parties acknowledges that the Administrative Agent, the Lender Parties and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, or (y) the Lender Parties acting as lenders hereunder, that the Administrative Agent or any such Lender Party may not be entitled to share with any Loan Party. Without prejudice to the foregoing, each of the Loan Parties agrees that the Administrative Agent, the Lender Parties and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lender Parties were not Lender Parties, and without any duty to account therefor to the Loan Parties. Each of the Loan Parties hereby irrevocably waives, in favor of the Administrative Agent, the Lender Parties, the Syndication Agent, the Documentation Agents, the Senior Managers, Agent and the Arrangers, any conflict of interest which may arise by virtue of the Administrative Agent, the Arrangers, the Syndication Agent, the Documentation Agents, the Senior Managers, Agent and/or the Lender Parties acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, Agent or any Lender Party as described in this Section 10.1810.15. 120

No Fiduciary Duties. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Lender Party or any Affiliate thereof, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties agree that the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Loan Parties acknowledges that the Administrative Agent, the Lender Parties and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, or (y) the Lender Parties acting as lenders hereunder, that the Administrative Agent or any such Lender Party may not be entitled to share with any Loan Party. Without prejudice to the foregoing, each of the Loan Parties agrees that the Administrative Agent, the Lender Parties and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lender Parties were not Lender Parties, and without any duty to account therefor to the Loan Parties. Each of the Loan Parties hereby irrevocably waives, in favor of the Administrative Agent, the Lender Parties, the Syndication Agent, the Documentation Agents, the Senior Managers, Agent and the Arrangers, any conflict of interest which may arise by virtue of the Administrative Agent, the Arrangers, the Syndication Agent, the Documentation Agents, the Senior Managers, Agent and/or the Lender Parties acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, Agent or any Lender Party as described in this Section 10.18. 10.15.

No Fiduciary Duties. Each Loan Party The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Lender Party or any Affiliate thereof, on the one hand, and such Loan Partythe Borrower, its stockholders or its Affiliates, on the other. The Loan Parties agree Borrower agrees that the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. Each Loan Party The Borrower agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Loan Parties The Borrower acknowledges that the Administrative Agent, the Lender Parties Lenders and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party the Borrower may regard as conflicting with its interests and may possess information (whether or not material to the Loan PartiesBorrower) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, hereunder or (y) the Lender Parties Lenders acting as lenders hereunder, that the Administrative Agent or any such Lender Party may not be entitled to share with any Loan Partythe Borrower. Without prejudice to the foregoing, each of the Loan Parties Borrower agrees that the Administrative Agent, the Lender Parties Lenders and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lender Parties Lenders were not Lender PartiesLenders, and without any duty to account therefor to the Loan PartiesBorrower. Each of the Loan Parties The Borrower hereby irrevocably waives, in favor of the Administrative Agent, the Lender Parties, the Co-Syndication Agent, the Documentation Agents, the Senior Managers, Lenders and the Arrangers, any conflict of interest which may arise by virtue of the Administrative Agent, the Arrangers, the Co-Syndication Agent, the Documentation Agents, the Senior Managers, Arrangers and/or the Lender Parties Lenders acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, Arranger or any Lender Party as described in this Section 10.18. 9.18.

No Fiduciary Duties. Each Loan Party Party, Administrative Agent and each Lender agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Lender Party or any Affiliate thereof, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties Parties, Administrative Agent and the Lenders agree that the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. Each Loan Party Party, Administrative Agent and each Lender agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Loan Parties acknowledges that the Administrative Agent, the Lender Parties Lenders and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, or (y) the Lender Parties Lenders acting in their respective capacities as lenders such hereunder, that the Administrative Agent or any such Lender Party may not be entitled to share with any Loan Party. Without prejudice to the foregoing, each of the Loan Parties agrees that the Administrative Agent, the Lender Parties Lenders and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lender Parties Lenders were not Lender PartiesLenders, and without any duty to account therefor to the Loan Parties. Each of the Loan Parties hereby irrevocably waives, in favor of the Administrative Agent, the Lender Parties, the Syndication Agent, the Documentation Agents, the Senior Managers, Agent and the ArrangersLenders and the Arranger, any conflict of interest which may arise by virtue of the Administrative Agent, the Arrangers, the Syndication Agent, the Documentation Agents, the Senior Managers, Arranger and/or the Lender Parties Lenders acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, Arranger or any Lender Party as described in this Section 10.1810.20. SECTION 10.21. [Reserved]. SECTION 10.22. Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement,

No Fiduciary Duties. Each Loan Party The Parent, the Borrower and each Guarantor agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Lender Party Issuing Bank, any Bank or any Affiliate thereof, on the one hand, and the Parent, the Borrower or such Loan PartyGuarantor, as applicable, its stockholders or its Affiliates, on the other. The Loan Parties agree that the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. Each Loan Party The Parent, the Borrower and each Guarantor agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of The Parent, the Loan Parties Borrower and each Guarantor acknowledges that the Administrative Agent, the Lender Parties Issuing Banks, the Banks and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party the Parent, the Borrower or such Guarantor may regard as conflicting with its interests and may possess information (whether or not material to the Loan PartiesParent, the Borrower or such Guarantor) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, hereunder or (y) the Lender Parties Banks acting as lenders hereunder, that the Administrative Agent Agent, any Issuing Bank or any such Lender Party Bank may not be entitled to share with the Parent, the Borrower or any Loan PartyGuarantor. Without prejudice to the foregoing, each of the Loan Parties Parent, the Borrower and each Guarantor agrees that the Administrative Agent, the Lender Parties Issuing Banks, the Banks and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lender Parties Issuing Banks and Banks were not Lender Partieslenders hereunder, and without any duty to account therefor to the Loan PartiesParent, the Borrower or any Guarantor. Each of The Parent, the Loan Parties Borrower and each Guarantor hereby irrevocably waives, in favor of the Administrative Agent, the Lender Parties, the Syndication Agent, the Documentation Agents, the Senior Managers, Issuing Banks and the ArrangersBanks, any conflict of interest which may arise by virtue of the Administrative Agent, the Arrangers, Issuing Banks and the Syndication Agent, the Documentation Agents, the Senior Managers, and/or the Lender Parties Banks acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, Issuing Bank or any Lender Party Bank as described in this Section 10.1811.22. [Balance of page intentionally left blank] EXECUTED as of the date first referenced above. BORROWER: LASALLE HOTEL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer PARENT: LASALLE HOTEL PROPERTIES, a Maryland real estate investment trust By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer GUARANTORS: LASALLE HOTEL LESSEE, INC., an Illinois corporation By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer GLASS HOUSES, a Maryland real estate investment trust By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer DA ENTITY, LLC, a Delaware limited liability company By: LaSalle Hotel Properties Member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer and By: RDA Entity, Inc. Member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer RDA ENTITY, INC LHO GRAFTON LESSEE, INC. LHO LE PARC LESSEE, INC. LHO SANTA XXXX ONE LESSEE, INC. LUCKY TOWN BURBANK LESSEE, INC. RAMROD LESSEE, INC. LHO MISSION BAY XXXXX LESSEE, INC. PARADISE LESSEE, INC. XXXXX XXXXXXX LESSEE, INC. CHAMBER MAID LESSEE, INC. SEASIDE HOTEL LESSEE, INC. LET IT FLHO LESSEE, INC. LASALLE WASHINGTON ONE LESSEE, INC. LHO LEESBURG ONE LESSEE, INC., each, a Delaware corporation By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO WASHINGTON HOTEL ONE, L.L.C. LHO WASHINGTON HOTEL TWO, L.L.C. LHO WASHINGTON HOTEL THREE, L.L.C. LHO WASHINGTON HOTEL FOUR, L.L.C. LHO WASHINGTON HOTEL SIX, L.L.C. I&G CAPITOL, LLC LHO XXX JOAD CIRCLE DC, L.L.C. H STREET SHUFFLE, LLC, each, a Delaware limited liability company By: Glass Houses Managing Member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer DC ONE LESSEE, L.L.C. DC TWO LESSEE, L.L.C. DC THREE LESSEE, L.L.C. DC FOUR LESSEE, L.L.C. DC SIX LESSEE, L.L.C. DC I&G CAPITAL LESSEE, L.L.C. LHO XXX JOAD CIRCLE LESSEE DC, L.L.C. H STREET SHUFFLE LESSEE, LLC, each, a Delaware limited liability company By: LaSalle Washington One Lessee, Inc. Managing Member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO ALEXANDRIA ONE, L.L.C. NYC SERANADE, L.L.C. LHO VIKING HOTEL, L.L.C. LHO CHICAGO RIVER, L.L.C. LHO ALEXIS HOTEL, L.L.C. LHO ONYX HOTEL ONE, L.L.C., each, a Delaware limited liability company By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer SEASIDE HOTEL, LP, a Delaware limited partnership By: Seaside Hotel, LLC General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer XXXXX XXXXXXX, LP, a Delaware limited partnership By: Xxxxx Xxxxxxx, LLC General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer CHAMBER MAID, LP, a Delaware limited partnership By: Chamber Maid, LLC General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LET IT FLHO, LP, a Delaware limited partnership By: Let It FLHO, LLC General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO GRAFTON HOTEL, L.P., a Delaware limited partnership By: LHO Grafton Hotel, L.L.C. General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO LE PARC HOTEL, L.P., a Delaware limited partnership By: LHO Le Parc, L.L.C. General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO SANTA XXXX HOTEL ONE, L.P., a Delaware limited partnership By: LHO Santa Xxxx Hotel One, L.L.C General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LUCKY TOWN BURBANK, L.P., a Delaware limited partnership By: Lucky Town Burbank, L.L.C. General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO MISSION BAY XXXXX HOTEL, L.P., a Delaware limited partnership By: LHO Mission Bay Xxxxx Hotel, L.L.C. General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO MISSION BAY HOTEL, L.P., a Delaware limited partnership By: LHO San Diego Financing, L.L.C General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO SAN DIEGO FINANCING, L.L.C., a Delaware limited liability company By: LaSalle Hotel Operating Partnership, L.P. Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO HOLLYWOOD LM, L.P., a Delaware limited partnership By: LHO Hollywood Financing, Inc. General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO NEW ORLEANS LM, L.P., a Delaware limited partnership By: LHO New Orleans Financing, Inc. General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer WILD INNOCENT I, LP, a Delaware limited partnership By: Innocent I, LLC General Partner By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer CHIMES OF FREEDOM, LLC, a Delaware limited liability company By: OF Freedom I, LLC Managing Member By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer WILD I, LLC CHIMES I, LLC OF FREEDOM I, LLC, each, a Delaware limited liability company By: LaSalle Hotel Operating Partnership, L.P. Managing Member By: LaSalle Hotel Properties General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer LHO ALEXANDRIA ONE LESSEE, L.L.C. LHO ONYX ONE LESSEE, L.L.C. NYC SERANADE LESSEE, L.L.C. LHO CHICAGO RIVER LESSEE, L.L.C. LHO ALEXIS LESSEE, L.L.C. CHIMES OF FREEDOM LESSEE, LLC WILD INNOCENT I LESSEE, LLC, each, a Delaware limited liability company By: LaSalle Hotel Lessee, Inc. Managing Member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice-President and Chief Financial Officer ADMINISTRATIVE AGENT, ISSUING BANK AND BANK: CITIBANK, N.A., as Administrative Agent, Issuing Bank, and a Bank By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President BANKS: THE ROYAL BANK OF SCOTLAND PLC, as a Bank By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Senior Vice President BANK OF MONTREAL, as an Issuing Bank and a Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President REGIONS BANK, as a Bank By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director U.S. BANK NATIONAL ASSOCIATION, a national association, as a Bank By: /s/ Xxxxxxx Xxxx Xxxxxxx Name: Xxxxxxx Xxxx Xxxxxxx Title: SVP BANK OF AMERICA, N.A., as a Bank By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President COMPASS BANK, as a Bank By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Senior Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President XXXXXXX XXXXX BANK, FSB, as a Bank By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Senior Vice President XXXXX XXXX XX XXXXXX, as a Bank By: /s/ G. Xxxxx Xxxx Name: G. Xxxxx Xxxx Title: Authorized Signatory PNC BANK, NATIONAL ASSOCIATION, as a Bank By: /s/ X.X. Xxxxxxx, Xx. Name: X.X. Xxxxxxx, Xx. Title: S.V.P. BARCLAYS BANK PLC, as a Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BRANCH BANKING AND TRUST COMPANY, as a Bank By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President XXXXXXX SACHS BANK USA, as a Bank By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory XXXXXX XXXXXXX BANK, N.A., as a Bank By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory FIRST COMMERCIAL BANK, as a Bank By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: VP & General Manager XXXXX XXX COMMERCIAL BANK, LTD., as a Bank By: /s/ Xxxx X.X. Xxxx Name: Xxxx X.X. Xxxx Title: Vice President and General Manager EXHIBIT A FORM OF NOTE $ , 20 For value received, the undersigned LaSalle Hotel Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to the order of (the “Bank”) the principal amount of and /100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of each Advance (as defined in the Credit Agreement referred to below) made by the Bank to the Borrower, together with interest on the unpaid principal amount of each such Advance from the date of such Advance until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement. This Note is one of the Notes referred to in, and is entitled to the benefits of, and is subject to the terms of, the Senior Unsecured Credit Agreement dated as of December 14, 2011 as the same may be amended or modified from time to time (the “Credit Agreement”) among the Borrower, LaSalle Hotel Properties, a Maryland real estate investment trust (the “Parent”), the Guarantors party thereto, the Banks party thereto, Citibank, N.A., as the Administrative Agent and the other parties from time to time party thereto. Capitalized terms used in this Note and not otherwise defined in this Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of Advances by the Bank to the Borrower, from time to time, in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Advance being evidenced by this Note and (b) contains provisions for acceleration of the maturity of this Note upon the happening of certain events stated in the Credit Agreement and for prepayments of principal prior to the maturity of this Note upon the terms and conditions specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at Citibank, N.A. Agency Department, 0000 Xxxxx Xxxx OPS III, Xxx Xxxxxx, Xxxxxxxx 00000, Attention: Global Loans Agency Department (or at such other location or address as may be specified by the Administrative Agent to the Borrower) in same day funds. The Bank shall record all Advances and payments of principal made under this Note, but no failure of the Bank to make such recordings shall affect the Borrower’s repayment obligations under this Note. Except as specifically provided in the Credit Agreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Note shall operate as a waiver of such rights. This Note shall be governed by, and construed and enforced in accordance with, the laws of the state of New York. BORROWER: LASALLE HOTEL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: LaSalle Hotel Properties General Partner By: Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated , 20 Reference is made to the Senior Unsecured Credit Agreement dated as of December 14, 2011 as the same may be amended or modified from time to time (the “Credit Agreement”) among LaSalle Hotel Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), LaSalle Hotel Properties, a Maryland real estate investment trust (the “Parent”), the Guarantors party thereto, the Banks party thereto, Citibank, N.A., as the Administrative Agent and the other parties from time to time party thereto. Capitalized terms not otherwise defined in this Assignment and Acceptance shall have the meanings assigned to them in the Credit Agreement. Pursuant to the terms of the Credit Agreement, (“Assignor”) wishes to assign and delegate %1 of its rights and obligations under the Credit Agreement and (“Assignee”) desires to assume and accept such rights and obligations. Therefore, Assignor, Assignee, and the Administrative Agent agree as follows:

No Fiduciary Duties. Each of Holdings and the Borrower (on behalf of itself and each other Loan Party Party) agrees that (a) nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Issuing Bank, any Lender Party or any Affiliate thereof, on the one hand, and Holdings, the Borrower or such other Loan Party, as applicable, its stockholders or its Affiliates, on the other. The Loan Parties agree that , (b) the transactions contemplated by the Loan Documents (including the -171- exercise of rights and remedies hereunder and thereunder) are arm’s-length arm’s‑length commercial transactions. Each Loan Party agrees that , and (c) it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of Holdings and the Borrower (on behalf of itself and each other Loan Parties Party) acknowledges that the Administrative Agent, the Lender Parties Issuing Banks, the Lenders and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Holdings, the Borrower or such other Loan Party may regard as conflicting with its interests and may possess information (whether or not material to Holdings, the Borrower or such other Loan PartiesParty) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, hereunder or (y) the Lender Parties Lenders acting as lenders hereunder, that the Administrative Agent Agent, any Issuing Bank or any such Lender Party may not be entitled to share with Holdings, the Borrower or any other Loan Party. Without prejudice to the foregoing, each of Holdings and the Borrower (on behalf of itself and each other Loan Parties Party) agrees that the Administrative Agent, the Lender Parties Issuing Banks, the Lenders and their respective Affiliates may (aA) deal (whether for its own or its customers’ account) in, or advise on, securities of any Personperson, and (bB) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lender Parties Issuing Banks and Lenders were not Lender Partieslenders hereunder, and without any duty to account therefor to Holdings, the Borrower or any other Loan PartiesParty. Each of Holdings and the Borrower (on behalf of itself and each other Loan Parties Party) hereby irrevocably waives, in favor of the Administrative Agent, the Lender Parties, the Syndication Agent, the Documentation Agents, the Senior Managers, Issuing Banks and the ArrangersLenders, any conflict of interest which may arise by virtue of the Administrative Agent, the Arrangers, Issuing Banks and the Syndication Agent, the Documentation Agents, the Senior Managers, and/or the Lender Parties Lenders acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, Issuing Bank or any Lender Party as described in this Section 10.18. 9.24.

No Fiduciary Duties. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Lender Party or any Affiliate thereof, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties agree that the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length arm’s‑length commercial transactions. Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Loan Parties acknowledges that the Administrative Agent, the Lender Parties Lenders and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, hereunder or (y) the Lender Parties Lenders acting in their respective capacities as lenders such hereunder, that the Administrative Agent or any such Lender Party may not be entitled to share with any Loan Party. Without prejudice to the foregoing, each of the Loan Parties agrees that the Administrative Agent, the Lender Parties Lenders and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lender Parties Lenders were not Lender PartiesLenders, and without any duty to account therefor to the Loan Parties. Each of the Loan Parties hereby irrevocably waives, in favor of the Administrative 104 Agent, the Lender Parties, the Syndication Agent, the Documentation Agents, the Senior Managers, Lenders and the Arrangers, any conflict of interest which may arise by virtue of the Administrative Agent, the Arrangers, the Syndication Agent, the Documentation Agents, the Senior Managers, Arrangers and/or the Lender Parties Lenders acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, Arranger or any Lender Party as described in this Section 10.18. 9.19.

No Fiduciary Duties. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, the Collateral Agent, any Lender Party or any Affiliate thereof, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties agree that the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Loan Parties acknowledges that the Administrative Agent, the Collateral Agent, the Lender Parties and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, (y) the Collateral Agent acting as the collateral agent hereunder or (yz) the Lender Parties acting as lenders hereunder, that the Administrative Agent, the Collateral Agent or any such Lender Party may not be entitled to share with any Loan Party. Without prejudice to the foregoing, each of the Loan Parties agrees that the Administrative Agent, the Collateral Agent, the Lender Parties and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent, as if the Collateral Agent were not the Collateral Agent and as if the Lender Parties were not Lender Parties, and without any duty to account therefor to the Loan Parties. Each of the Loan Parties hereby irrevocably waives, in favor of the Administrative Agent, the Lender Parties, the Syndication Collateral Agent, the Documentation Agents, the Senior Managers, Lender Parties and the Arrangers, any conflict of interest which may arise by virtue of the Administrative Agent, the Arrangers, the Syndication Collateral Agent, the Documentation Agents, the Senior Managers, Arrangers and/or the Lender Parties acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Collateral Agent, any Documentation Agent, any Senior Manager, Arranger or any Lender Party as described in this Section 10.18. 9.18.

No Fiduciary Duties. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Lender Party or any Affiliate thereof, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties agree that the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Loan Parties acknowledges that the Administrative Agent, the Lender Parties and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, hereunder or (y) the Lender Parties acting as lenders hereunder, that the Administrative Agent or any such Lender Party may not be entitled to share with any Loan Party. Without prejudice to the foregoing, each of the Loan Parties agrees that the Administrative Agent, the Lender Parties and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lender Parties were not Lender Parties, and without any duty to account therefor to the Loan Parties. Each of the Loan Parties hereby irrevocably waives, in favor of the Administrative Agent, the Lender Parties, the Syndication Agent, the Documentation Agents, the Senior Managers, Parties and the Arrangers, any conflict of interest which may arise by virtue of the Administrative Agent, the Arrangers, the Syndication Agent, the Documentation Agents, the Senior Managers, Arrangers and/or the Lender Parties acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, Arranger or any Lender Party as described in this Section 10.18. 9.16.

No Fiduciary Duties. Each of Holdings and the Borrower (on behalf of itself and each other Loan Party Party) agrees that (a) nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Issuing Bank, any Lender Party or any Affiliate thereof, on the one hand, and Holdings, the Borrower or such other Loan Party, as applicable, its stockholders or its Affiliates, on the other. The Loan Parties agree that , (b) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions. Each Loan Party agrees that , and (c) it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of Holdings and the Borrower (on behalf of itself and each other Loan Parties Party) acknowledges that the Administrative Agent, the Lender Parties Issuing Banks, the Lenders and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Holdings, the Borrower or such other Loan Party may regard as conflicting with its interests and may possess information (whether or not material to Holdings, the Borrower or such other Loan PartiesParty) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, hereunder or (y) the Lender Parties Lenders acting as lenders hereunder, that the Administrative Agent Agent, any Issuing Bank or any such Lender Party may not be entitled to share with Holdings, the Borrower or any other Loan Party. Without prejudice to the foregoing, each of Holdings and the Borrower (on behalf of itself and each other Loan Parties Party) agrees that the Administrative Agent, the Lender Parties Issuing Banks, the Lenders and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lender Parties were not Lender Parties, and without any duty to account therefor to the Loan Parties. Each of the Loan Parties hereby irrevocably waives, in favor of the Administrative Agent, the Lender Parties, the Syndication Agent, the Documentation Agents, the Senior Managers, and the Arrangers, any conflict of interest which may arise by virtue of the Administrative Agent, the Arrangers, the Syndication Agent, the Documentation Agents, the Senior Managers, and/or the Lender Parties acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, or any Lender Party as described in this Section 10.18. may

No Fiduciary Duties. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Lender Party or any Affiliate thereof, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties agree that the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length arm’s‑length commercial transactions. Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Loan Parties acknowledges that the Administrative Agent, the Lender Parties and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties Digital Realty – Credit Agreement 153 with interests which a Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, hereunder or (y) the Lender Parties acting as lenders hereunder, that the Administrative Agent or any such Lender Party may not be entitled to share with any Loan Party. Without prejudice to the foregoing, each of the Loan Parties agrees that the Administrative Agent, the Lender Parties and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lender Parties were not Lender Parties, and without any duty to account therefor to the Loan Parties. Each of the Loan Parties hereby irrevocably waives, in favor of the Administrative Agent, the Lender Parties, the Syndication Agent, the Documentation Agents, the Senior Managers, Parties and the Arrangers, any conflict of interest which may arise by virtue of the Administrative Agent, the Arrangers, the Syndication Agent, the Documentation Agents, the Senior Managers, Arrangers and/or the Lender Parties acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, Arranger or any Lender Party as described in this Section 10.18. 9.18.

No Fiduciary Duties. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, any Lender Party or any Affiliate thereof, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. The Loan Parties agree that the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length arm’s‑length commercial transactions. Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each of the Loan Parties acknowledges that the Administrative Agent, the Lender Parties and their respective Affiliates may have interests in, or may be providing or may in the future provide financial or other services to other parties with interests which a Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than 134 as a result of (x) the Administrative Agent acting as administrative agent hereunder, hereunder or (y) the Lender Parties acting in their respective capacities as lenders such hereunder, that the Administrative Agent or any such Lender Party may not be entitled to share with any Loan Party. Without prejudice to the foregoing, each of the Loan Parties agrees that the Administrative Agent, the Lender Parties and their respective Affiliates may (a) deal (whether for its own or its customers’ account) in, or advise on, securities of any Person, and (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lender Parties were not Lender PartiesWERE NOT LENDER PARTIES, and without any duty to account therefor to the Loan PartiesAND WITHOUT ANY DUTY TO ACCOUNT THEREFOR TO THE LOAN PARTIES. Each of the Loan Parties hereby irrevocably waivesEACH OF THE LOAN PARTIES HEREBY IRREVOCABLY WAIVES, in favor of the Administrative AgentIN FAVOR OF THE ADMINISTRATIVE AGENT, the Lender PartiesTHE LENDER PARTIES AND THE ARRANGERS, the Syndication AgentANY CONFLICT OF INTEREST WHICH MAY ARISE BY VIRTUE OF THE ADMINISTRATIVE AGENT, the Documentation AgentsTHE ARRANGERS, the Senior ManagersTHE SYNDICATION AGENTS, and the ArrangersTHE CO-DOCUMENTATION AGENTS AND/OR THE LENDER PARTIES ACTING IN VARIOUS CAPACITIES UNDER THE LOAN DOCUMENTS OR FOR OTHER CUSTOMERS OF THE ADMINISTRATIVE AGENT, any conflict of interest which may arise by virtue of the Administrative AgentANY ARRANGER, the ArrangersANY SYNDICATION AGENT, the Syndication Agent, the Documentation Agents, the Senior Managers, and/or the Lender Parties acting in various capacities under the Loan Documents or for other customers of the Administrative Agent, any Arranger, the Syndication Agent, any Documentation Agent, any Senior Manager, or any Lender Party as described in this Section 10.18. ANY CO-DOCUMENTATION AGENT OR ANY LENDER PARTY AS DESCRIBED IN THIS SECTION 9.19.