Common use of No Fiduciary Duties Clause in Contracts

No Fiduciary Duties. The Company hereby acknowledges that the Representative and the other Underwriters are acting solely as underwriters in connection with the offering of the Securities. The Company further acknowledge that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Date. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Representative and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Representative and the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by the Transaction Documents or any matters leading up to such transactions.

No Fiduciary Duties. The Company hereby acknowledges that the Representative and the other Underwriters are acting solely as underwriters in connection with the offering of the Public Securities. The Company further acknowledge acknowledges that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its management, shareholdersstockholders, creditors or any other person Person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offeringoffering of the Public Securities, either before or after the Execution Datedate hereof. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms their its understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative nor any other no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Public Securities. The ; and the Company acknowledges that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Representative and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the SecuritiesCompany’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Representative and the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by the Transaction Documents this Agreement or any matters leading up to such transactions.

No Fiduciary Duties. The Company hereby acknowledges Each Loan Party agrees that nothing in the Representative 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 or any Affiliate thereof, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other Underwriters are acting solely as underwriters in connection with the offering of the Securitiesother. The Company further acknowledge Loan Parties agree that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Date. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s‑length commercial transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each it is responsible for making their its own independent judgments judgment with respect to such transactions and the process leading thereto. Each of the Loan Parties acknowledges that the Administrative Agent, 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 Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than as a result of (x) the Administrative Agent acting as administrative agent hereunder or (y) the Lenders acting in their respective capacities as such hereunder, that the Administrative Agent or any such transactionsLender 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 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 that (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any opinions or views expressed by kind of business with other Persons in each case, as if the Representative Administrative Agent were not the Administrative Agent and as if the Lenders were not Lenders, 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 Lenders and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by lawArrangers, any claims that conflict of interest which may arise by virtue of the Company may have against Administrative Agent, the Representative and Arrangers and/or the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to Lenders acting in various capacities under the Company in connection with the transactions contemplated by the Transaction Loan Documents or for other customers of the Administrative Agent, any matters leading up to such transactionsArranger or any Lender as described in this Section 9.19.

No Fiduciary Duties. The Company hereby acknowledges Parent, the Borrower and each Guarantor agrees that nothing in the Representative 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 Bank or any Affiliate thereof, on the one hand, and the other Underwriters are acting solely Parent, the Borrower or such Guarantor, as underwriters in connection with applicable, its stockholders or its Affiliates, on the offering of the Securitiesother. The Company further acknowledge Parent, the Borrower and each Guarantor agrees that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Date. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither Parent, the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges Borrower and each Guarantor agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each it is responsible for making their its own independent judgments judgment with respect to such transactions and the process leading thereto. The Parent, the Borrower and each Guarantor acknowledges that the Administrative Agent, 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 the Parent, the Borrower or such Guarantor may regard as conflicting with its interests and may possess information (whether or not material to the Parent, the Borrower or such Guarantor) other than as a result of (x) the Administrative Agent acting as administrative agent hereunder or (y) the Banks acting as lenders hereunder, that the Administrative Agent or any such transactionsBank may not be entitled to share with the Parent, the Borrower or any Guarantor. Without prejudice to the foregoing, each of the Parent, the Borrower and each Guarantor agrees that the Administrative Agent 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 that (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any opinions kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Banks were not lenders hereunder, and without any duty to account therefor to the Parent, the Borrower or views expressed by any Guarantor. The Parent, the Representative Borrower and each Guarantor hereby irrevocably waives, in favor of the Administrative Agent and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by lawBanks, any claims that conflict of interest which may arise by virtue of the Company may have against the Representative Administrative Agent and the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to Banks acting in various capacities under the Company in connection with the transactions contemplated by the Transaction Credit Documents or for other customers of the Administrative Agent or any matters leading up to such transactionsBank as described in this Section 11.22.

No Fiduciary Duties. The Company hereby acknowledges that the Representative and the other Underwriters are acting solely as underwriters in connection with the offering of the SecuritiesPublic Shares. The Company further acknowledge acknowledges that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Date. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the SecuritiesPublic Shares. The Company acknowledges that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Representative and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the SecuritiesPublic Shares, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Representative and the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by the Transaction Documents or any matters leading up to such transactions.

No Fiduciary Duties. The Company hereby acknowledges Each Loan Party agrees that nothing in the Representative 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 or any Affiliate thereof, on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other Underwriters are acting solely as underwriters in connection with the offering of the Securitiesother. The Company further acknowledge Loan Parties agree that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Date. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each it is responsible for making their its own independent judgments judgment with respect to such transactions and the process leading thereto. Each of the Loan Parties acknowledges that the Administrative Agent, 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 Loan Party may regard as conflicting with its interests and may possess information (whether or not material to the Loan Parties) other than as a result of (x) the Administrative Agent acting as administrative agent hereunder or (y) the Lenders acting as lenders hereunder, that the Administrative Agent or any such transactionsLender 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 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 that (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any opinions or views expressed by kind of business with other Persons in each case, as if the Representative Administrative Agent were not the Administrative Agent and as if the Lenders were not Lenders, 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 Lenders and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by lawArrangers, any claims that conflict of interest which may arise by virtue of the Company may have against Administrative Agent, the Representative and Arrangers and/or the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to Lenders acting in various capacities under the Company in connection with the transactions contemplated by the Transaction Loan Documents or for other customers of the Administrative Agent, any matters leading up to such transactionsArranger or any Lender as described in this Section 9.18.

No Fiduciary Duties. The Company hereby acknowledges Parent, the Borrower and each Guarantor agrees that nothing in the Representative 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 Issuing Bank, any Bank or any Affiliate thereof, on the one hand, and the other Underwriters are acting solely Parent, the Borrower or such Guarantor, as underwriters in connection with applicable, its stockholders or its Affiliates, on the offering of the Securitiesother. The Company further acknowledge Parent, the Borrower and each Guarantor agrees that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Date. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither Parent, the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges Borrower and each Guarantor agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each it is responsible for making their its own independent judgments judgment with respect to such transactions and the process leading thereto. The Parent, the Borrower and each Guarantor acknowledges that the Administrative Agent, 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 the Parent, the Borrower or such Guarantor may regard as conflicting with its interests and may possess information (whether or not material to the Parent, the Borrower or such Guarantor) other than as a result of (x) the Administrative Agent acting as administrative agent hereunder or (y) the Banks acting as lenders hereunder, that the Administrative Agent, any such transactionsIssuing Bank or any Bank may not be entitled to share with the Parent, the Borrower or any Guarantor. Without prejudice to the foregoing, each of the Parent, the Borrower and each Guarantor agrees that the Administrative Agent, 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 that (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any opinions kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Issuing Banks and Banks were not lenders hereunder, and without any duty to account therefor to the Parent, the Borrower or views expressed by any Guarantor. The Parent, the Representative Borrower and each Guarantor hereby irrevocably waives, in favor of the Administrative Agent, the Issuing Banks and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by lawBanks, any claims that conflict of interest which may arise by virtue of the Company may have against Administrative Agent, the Representative Issuing Banks and the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to Banks acting in various capacities under the Company in connection with the transactions contemplated by the Transaction Credit Documents or for other customers of the Administrative Agent, any matters leading up to such transactionsIssuing Bank or any Bank as described in this Section 11.22.

No Fiduciary Duties. The Company hereby acknowledges Each Loan Party agrees that nothing in the Representative 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 Underwriters are acting solely as underwriters in connection with the offering of the Securitiesother. The Company further acknowledge Loan Parties agree that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Date. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s‑length commercial transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each it is responsible for making their its own independent judgments 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 as a result of (x) the Administrative Agent acting as administrative agent hereunder or (y) the Lender Parties acting in their respective capacities as such hereunder, that the Administrative Agent or any such transactionsLender 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 that (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any opinions or views expressed by kind of business with other Persons in each case, as if the Representative 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 and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by lawArrangers, any claims that conflict of interest which may arise by virtue of the Company may have against Administrative Agent, the Representative and Arrangers, the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to Syndication Agents, the Company Co-Documentation Agents and/or the Lender Parties acting in connection with various capacities under the transactions contemplated by the Transaction Loan Documents or for other customers of the Administrative Agent, any matters leading up to such transactionsArranger, any Syndication Agent, any Co-Documentation Agent or any Lender Party as described in this Section 9.19.

No Fiduciary Duties. The Company hereby acknowledges Each Loan Party agrees that nothing in the Representative 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 Underwriters are acting solely as underwriters in connection with the offering of the Securitiesother. The Company further acknowledge Loan Parties agree that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Date. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each it is responsible for making their its own independent judgments 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 as a result of (x) the Administrative Agent acting as administrative agent hereunder or (y) the Lender Parties acting in their respective capacities as such hereunder, that the Administrative Agent or any such transactionsLender 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 that (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any opinions or views expressed by kind of business with other Persons in each case, as if the Representative 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 co-syndication agents, and/or the Lender Parties and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by lawArrangers, any claims that conflict of interest which may arise by virtue of the Company may have against Administrative Agent, the Representative and Arrangers, the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to co-syndication agents, and/or the Company Lender Parties acting in connection with various capacities under the transactions contemplated by the Transaction Loan Documents or for other customers of the Administrative Agent, any matters leading up to such transactionsArranger or any Lender Party as described in this Section 9.20.

No Fiduciary Duties. The Company hereby acknowledges that the Representative and the other Underwriters are acting solely as underwriters in connection with the offering of the Securities. The Company further acknowledge that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Date. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, except the obligations expressly set forth in this Agreement, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Representative and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Representative and the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by the Transaction Documents or any matters leading up to such transactions.

No Fiduciary Duties. The Company hereby In connection with all aspects of each transaction contemplated hereby, the Borrower acknowledges that and agrees that: (a) the Representative extensions of credit provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Credit Document) are an arm’s-length commercial transaction between the Borrower, on the one hand, and the Agents and the Lenders, on the other Underwriters are acting solely as underwriters hand, and the Borrower is capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents (including any amendment, waiver or other modification hereof or thereof); (b) in connection with the offering of the Securities. The Company further acknowledge that the Representative process leading to such transaction, each Agent and the other Underwriters are each Lender is and has been acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to principal and is not the Companyfinancial advisor, agent or fiduciary, for the Borrower or any of its managementAffiliates, shareholdersstockholders, creditors or employees or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance person; (c) none of the Offering, either before or after the Execution Date. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative Agents nor any other Underwriter Lender has assumed or will assume an advisory advisory, agency or fiduciary responsibility in favor of the Company Borrower with respect to any of the Offering transactions contemplated hereby or the process leading thereto, including with respect to any negotiation related amendment, waiver or other modification hereof or of any other Credit Document (irrespective of whether any Agent or any Lender has advised or is currently advising the Borrower or its Affiliates on other matters) and none of the Agents nor any Lender has any obligation to the pricing Borrower or its Affiliates with respect to the transactions contemplated hereby except those obligations set forth herein and in the other Credit Documents; (d) the Agents, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Securities. The Company acknowledges that it Borrower and its Affiliates, and none of the Agents nor any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Agents and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Credit Document) and the Borrower has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it has they deemed appropriate in connection with this Agreement and the Offeringappropriate. The Company Borrower and the Underwriters agree that they are its Affiliates each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Representative and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company it may have against the Representative Agents and the other Underwriters Lenders with respect to any breach or alleged breach of any agency or fiduciary or similar duty to the Company in connection with the transactions contemplated by the Transaction Documents or any matters leading up to such transactionsthis Agreement.

No Fiduciary Duties. The Company hereby acknowledges that the Representative and the other Underwriters are each Underwriter is acting solely as underwriters underwriter in connection with the offering Offering of the Securities. The Company further acknowledge acknowledges that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Datedate hereof. The Representative on its own behalf and on behalf of the other Underwriters hereby Underwriters, each expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms their its understanding and agreement to that effect. The Company hereby further confirms its understanding that neither Company, the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor on its own behalf and on behalf of the Company with respect to the Offering or the process leading theretoUnderwriters, including any negotiation related to the pricing of the Securities. The Company acknowledges that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Representative and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the SecuritiesCompany’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Representative and the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by the Transaction Documents this Agreement or any matters leading up to such transactions.

No Fiduciary Duties. The Company hereby acknowledges Each Loan Party agrees that nothing in the Representative 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 Underwriters are acting solely as underwriters in connection with the offering of the Securitiesother. The Company further acknowledge Loan Parties agree that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Date. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each it is responsible for making their its own independent judgments 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 as a result of (x) the Administrative Agent acting as administrative agent hereunder or (y) the Lender Parties acting in their respective capacities as such hereunder, that the Administrative Agent or any such transactionsLender 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 that (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any opinions or views expressed by kind of business with other Persons in each case, as if the Representative 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 and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by lawArrangers, any claims that conflict of interest which may arise by virtue of the Company may have against Administrative Agent, the Representative and Arrangers and/or the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to Lender Parties acting in various capacities under the Company in connection with the transactions contemplated by the Transaction Loan Documents or for other customers of the Administrative Agent, any matters leading up to such transactionsArranger or any Lender Party as described in this Section 9.19.

No Fiduciary Duties. The Company hereby acknowledges and agrees that the Representative and the other Underwriters are acting solely as underwriters in connection with the offering of the SecuritiesCompany's securities. The Company further acknowledge acknowledges that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s 's length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary fiduciaries to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offeringoffering of the Company's securities, either before or after the Execution Datedate hereof. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms their its understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Representative and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the SecuritiesCompany's securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Representative and the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by the Transaction Documents this Agreement or any matters leading up to such transactions.

No Fiduciary Duties. The Company hereby acknowledges that the Representative and the other Underwriters are acting solely as underwriters in connection with the offering of the SecuritiesPublic Shares. The Company further acknowledge that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Date. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the SecuritiesPublic Shares. The Company acknowledges that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Representative and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the SecuritiesPublic Shares, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Representative and the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by the Transaction Documents or any matters leading up to such transactions.

No Fiduciary Duties. The Company hereby acknowledges Each Loan Party agrees that nothing in the Representative 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 Underwriters are acting solely as underwriters in connection with the offering of the Securitiesother. The Company further acknowledge Loan Parties agree that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Date. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each it is responsible for making their its own independent judgments 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 as a result of (x) the Administrative Agent acting as administrative agent hereunder or (y) the Lender Parties acting in their respective capacities as such hereunder, that the Administrative Agent or any such transactionsLender 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 that (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any opinions or views expressed by kind of business with other Persons in each case, as if the Representative 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 co-syndication agents, and/or the Lender Parties and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by lawArrangers, any claims that conflict of interest which may arise by virtue of the Company may have against Administrative Agent, the Representative and Arrangers, the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to co-syndication agents, and/or the Company Lender Parties acting in connection with various capacities under the transactions contemplated by the Transaction Loan Documents or for other customers of the Administrative Agent, any matters leading up to such transactionsArranger or any Lender Party as described in this Section 9.209.21.

No Fiduciary Duties. The Company hereby acknowledges and agrees that (i) the Representative purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other Underwriters are acting solely as underwriters hand (ii) in connection with the offering of the Securities. The Company further acknowledge that the Representative contemplated hereby and the other Underwriters are process leading to such transaction each Underwriter is and has been acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a principal and is not the agent (except to the extent specified herein) or fiduciary to of the Company, or its management, shareholders, creditors creditors, employees or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offeringparty, either before or after the Execution Date. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative nor any other (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the Offering offerings contemplated hereby or the process leading thereto, including thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any negotiation related obligation to the pricing Company with respect to the offerings contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Securities. The Company, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offerings contemplated hereby and the Company acknowledges that it has consulted its own legal legal, accounting, regulatory and financial tax advisors to the extent it has deemed appropriate in connection with this Agreement and the Offeringappropriate. The Company and the Underwriters agree agrees that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Representative and the other Underwriters to the Company regarding such transactions, including but it will not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims claim that the Company may have against the Representative and the other Underwriters with respect to Underwriters, or any breach or alleged breach of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company Company, in connection with such transaction or the transactions contemplated by the Transaction Documents or any matters process leading up to such transactionsthereto.

No Fiduciary Duties. The Company hereby acknowledges Each Loan Party agrees that nothing in the Representative 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 Underwriters are acting solely as underwriters in connection with the offering of the Securitiesother. The Company further acknowledge Loan Parties agree that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Date. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s‑length commercial transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each it is responsible for making their its own independent judgments 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 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 transactionsLender 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 that (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any opinions or views expressed by kind of business with other Persons in each case, as if the Representative 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 and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by lawArrangers, any claims that conflict of interest which may arise by virtue of the Company may have against Administrative Agent, the Representative and Arrangers and/or the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to Lender Parties acting in various capacities under the Company in connection with the transactions contemplated by the Transaction Loan Documents or for other customers of the Administrative Agent, any matters leading up to such transactionsArranger or any Lender Party as described in this Section 9.18.

No Fiduciary Duties. The Company hereby acknowledges that the Representative and the other Underwriters are acting solely as underwriters in connection with the offering of the SecuritiesOffering. The Company further acknowledge acknowledges that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Datedate hereof and the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms their its understanding and agreement to that effect. The Company hereby further confirms its understanding agrees that neither it will not claim that the Representative nor Underwriters have rendered advisory services of any other Underwriter has assumed an advisory nature or respect, or owe a fiduciary responsibility in favor of the Company with respect or similar duty to the Offering Company, in connection with such transaction or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Representative and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the SecuritiesCompany’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Representative and the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by the Transaction Documents this Agreement or any matters leading up to such transactions.

No Fiduciary Duties. The Company and Selling Shareholder hereby acknowledges acknowledge that the Representative and the other Underwriters are acting solely as underwriters in connection with the offering of the SecuritiesOffering. The Company and Selling Shareholder further acknowledge that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Selling Shareholder or the Company, its their management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Datedate hereof and the Company and Selling Shareholder have consulted its own legal and financial advisors to the extent they deemed appropriate. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyCompany and Selling Shareholder, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and Selling Shareholder hereby confirms confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding and Selling Shareholder agree that neither they will not claim that the Representative nor Underwriters have rendered advisory services of any other Underwriter has assumed an advisory nature or respect, or owe a fiduciary responsibility in favor of or similar duty to the Company or Selling Shareholder, in connection with respect to the Offering such transaction or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Company, Selling Shareholder and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Representative and the other Underwriters to the Company and Selling Shareholder regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the SecuritiesCompany’s securities, do not constitute advice or recommendations to the CompanyCompany or Selling Shareholder. The Company and Selling Shareholder hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company or Selling Shareholder may have against the Representative and the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company or Selling Shareholder in connection with the transactions contemplated by the Transaction Documents this Agreement or any matters leading up to such transactions.

No Fiduciary Duties. The Company hereby acknowledges Each Loan Party agrees that nothing in the Representative 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 Underwriters are acting solely as underwriters in connection with the offering of the Securitiesother. The Company further acknowledge Loan Parties agree that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Date. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s‑length commercial transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each it is responsible for making their its own independent judgments 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 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 transactionsLender 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 that (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any opinions or views expressed by kind of business with other Persons in each case, as if the Representative 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 and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by lawArrangers, any claims that conflict of interest which may arise by virtue of the Company may have against Administrative Agent, the Representative and Arrangers and/or the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to Lender Parties acting in various capacities under the Company in connection with the transactions contemplated by the Transaction Loan Documents or for other customers of the Administrative Agent, any matters leading up to such transactionsArranger or any Lender Party as described in this Section 9.18.

No Fiduciary Duties. The Company hereby acknowledges Parent, the Borrower and each Guarantor agrees that nothing in the Representative 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 or any Affiliate thereof, on the one hand, and the other Underwriters are acting solely Parent, the Borrower or such Guarantor, as underwriters in connection with applicable, its stockholders or its Affiliates, on the offering of the Securitiesother. The Company further acknowledge Parent, the Borrower and each Guarantor agrees that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Date. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s‑length commercial transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither Parent, the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges Borrower and each Guarantor agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each it is responsible for making their its own independent judgments judgment with respect to such transactions and the process leading thereto. The Parent, the Borrower and each Guarantor acknowledges that the Administrative Agent, 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 the Parent, the Borrower or such Guarantor may regard as conflicting with its interests and may possess information (whether or not material to the Parent, the Borrower or such Guarantor) other than as a result of (x) the Administrative Agent acting as administrative agent hereunder or (y) the Lenders acting as lenders hereunder, that the Administrative Agent or any such transactionsLender may not be entitled to share with the Parent, the Borrower or any Guarantor. Without prejudice to the foregoing, each of the Parent, the Borrower and each Guarantor agrees that the Administrative Agent 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 that (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any opinions kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lenders were not lenders hereunder, and without any duty to account therefor to the Parent, the Borrower or views expressed by any Guarantor. The Parent, the Representative Borrower and each Guarantor hereby irrevocably waives, in favor of the Administrative Agent and the Lenders, any conflict of interest which may arise by virtue of the Administrative Agent and the Lenders acting in various capacities under the Credit Documents or for other Underwriters to customers of the Company regarding such transactions, including but not limited to Administrative Agent or any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the CompanyLender as described in this Section 11.22. The Company hereby waives parties hereto are executing this Agreement as of the date first above written. ADMINISTRATIVE AGENT: JPP, LLC, a Delaware limited liability company By: /s/ Exxxxx X. Xxxxxxx Name: Exxxxx X. Xxxxxxx Title: Authorized Signatory LENDER: JPP, LLC, a Delaware limited liability company By: /s/ Exxxxx X. Xxxxxxx Name: Exxxxx X. Xxxxxxx Title: Authorized Signatory LENDER: JPP II, LLC, a Delaware limited liability company By: /s/ Exxxxx X. Xxxxxxx Name: Exxxxx X. Xxxxxxx Title: Authorized Signatory BORROWER: SERITAGE GROWTH PROPERTIES, L.P. a Delaware limited partnership By: Seritage Growth Properties, its general partner By: /s/ Bxxxxxxx Xxxxxx Name: Bxxxxxxx Xxxxxx Title: Chief Executive Officer and releasesPresident GUARANTOR: SERITAGE GROWTH PROPERTIES, to the fullest extent permitted by lawa Maryland trust By: /s/ Bxxxxxxx Xxxxxx Name: Bxxxxxxx Xxxxxx Title: Chief Executive Officer and President Schedule 1.01(A) Commitments Lender Name Term Loans Pro Rata Share of Term Loans JPP, any claims that the Company may have against the Representative and the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by the Transaction Documents or any matters leading up to such transactions.LLC $136,725,000 68.36% JPP II, LLC $63,275,000 31.64% TOTAL $200,000,000 100.0% Schedule 1.01(B) Existing Properties Uxxx Xxxxxxx Xxxx XX 0 000 X Xxxxxxxx Xxxxxx Xxxx Anchorage(Sur) AK 2 1000 0xx Xxx X X Xxxxxxx XX 3 3000 Xxxxxx Xxxx Xxxxx Xxxxxx Xxxx XX 4 2000 Xxxx Xxxx Xx Xxxxxxxxxxxx XX 5 6000 X Xxxxxxxx Xxx Xxxx/Xxxx XX 6 5000 X Xxxxxxxx Xxxx Xxxx Xxxx XX 7 7000 X Xxxxxx Xx Xxxxxxx-Desert Sky AZ 8 2000 Xx Xxxxxxx Xxxx Sierra Vista AZ 9 3000 X 0Xx Xxx Xxxx XX 10 3000 Xxxxxxx Xxxx Xxxxxxxx XX 11 4000 X Xx Xxxxxxx 00 Xxxxxxxxx XX 12 2000 Xxxx Xxx Xxxx Xxxxxx Xxxxx XX 13 10000 X 00xx Xxx Xxxxxx XX 14 10000 X 00xx Xx Xxxxxxx XX 15 40000 Xxxxxxxxxx Xx Xxxxxxxx XX 16 3000 X Xxxx Xx Xxxxxxx XX 17 1000 Xxxxxxxx Xxxx Xxxxxxxxx XX 18 1000 Xxxxxx Xxxx Fairfield CA 19 10000 Xxxxxxx Xxxx Xx Xxxxxxxxx XX 20 300 Xxxxxxxx Xxx Xxxxx Xxxxxx XX 21 1209 Plz Dr West Covina CA 22 3000 X Xxxxxxxxxx Xxx Xxxxxx XX 23 5000 Xxxxxxxxx Xxx Xxxxxxxxx XX 24 500 Xxxxxxxx Xxxxx Xxxxx XX 25 100 Xxxxxx Xxx Xxx Xxxxxxxxxx XX 26 5000 Xxxxxx Xx Xxxxxx CA 27 500 Xxxxxxxx Xxxx El Cajon CA 28 1000 Xx Xxxxxx Xxxx Xxx Xxxxx XX 29 2000 Xxxxx Xx Xxx Jxxx-Xxxxxxxxx CA 30 9000 Xxxxx Xxx Xxxxxxxxxx XX 31 5000 Xxxxxxx Xxxx Xxxxxx Xxx-Xxxxxxx XX 32 20000 X Xxxxxx Xxxx Xxx 000 Xxxxxx XX 33 100 Xxxxxxxxxxx Xxxx Xxxxxxxxxxx XX 34 4000 Xx Xxxxx Xxxxxxx Xx Xxx Xxxxx-Xxxxx XX 35 1000 X Xxxx Xx Xxxxxxx XX 36 6000 Xxxxx Xxx Newark CA 37 5000 Xxxxxxxxx Xxx Xx Xxxxxxxxx XX 38 20000 Xxxx Xxx Xxxxxx Xxx CA 39 70-000 Xxx 000 Xxxx Xxxxxx XX 40 3000 X Xxxxxxx Xxx Xx Xxxxxx XX 41 3000 X Xxxxxx Xxxx Visalia CA 42 200 Xxxx Xxx X Xxxxx Xxxxx XX 43 1000 X Xxxxx Xxx Xxxxxx XX 44 4000 Xxxxxxxx Xx Xxxxx Xxxx XX 45 100 X Xxxxxxxxx Xx Xxxxxxxx Xxxx XX 46 1000 Xxxx Xxxxxx Xxxxxx XX 47 900 Xxxxxx Xxxx Xx Xxxxxx XX 48 3000 Xxxx Xxxxxx Xxxxxxxxx XX 49 3000 Xxxx 00Xx Xxxxxx Xxxxxxx XX 50 1000 Xxxx Xxxxxx Way McKinleyville CA 51 800 Xxxxxxx Xxxx Xxxxx Xxxxx XX 52 40000 Xxx Xxxx Xxxx Xxx Xxxx Xxxx XX 53 10000 X Xxxxxx Xxx Xxxxxxxx XX 54 1000 Xxxx 000Xx Xxx Xxxxxxxx XX 55 1000 Xxx Xxxxxxx Xxx Xxxx Xxxxxxxx XX 56 800 Xxxxxxxx Xxxx Xxxxxxxxx XX 57 10000 Xxxxxxx Xxx, Xxxx X Xxxxxxxx Xxxxx XX 58 3000 Xx Xxxxxxx Xx Xxx 000 Xxxxx XX 59 7000 X Xxxxx Xxx Pensacola FL 60 3000 X Xxxxxxxx Xx Xxxxxxx Xxxxxxxx XX 61 2000 Xxxxxx Xxxx N St Petersburg FL 62 1000 X 00Xx Xx Xxxxxxx/Xxxxxxxx XX 63 400 X Xxxxxxxxx Xx Xxx 000 Xxxxxxxxx Xxx XX 64 20000 Xx 000Xx Xxx Xxxxx/Xxxxxx Xxx FL 65 27001 Us 19 NSuite 8520 Clearwater/Cntrysd FL 66 4000 Xxxxxxxxx Xxx Xxxxx 00 Xx Xxxxx XX 67 8000 X Xxxxxxx Xxxx Xxx 000 Xxxxxxxxxx XX 68 8000 X Xxxxxxx Xxxxx Xxxxxxxx XX 69 5000 Xxxxxx Xx Xxxx Xxxxx XX 70 10000 Xxxxxxxx Xxxx Xxxxx XX 71 6000 X Xxxxxxxx Xx Xxxxxxxxxxx FL 72 1000 Xx 000Xx Xxx Xxxxx(Xxxxx) XX 73 3000 Xx Xxxxxxx 00 X Xxx 000 Xxxxxxxx XX 74 1000 X Xxxxxxx Xx Melbourne FL 75 300 Xx Xxx 000 Xxxx X Xxxxxxxxx XX 76 2000 0Xx XxX Xxxxxx XX 77 700 X Xxxxxxx 000 Xxxxxx Xxxx XX 78 300 Xxxxxxxx Xxxx Orange Park FL 79 1000 X 00Xx Xx Xxxxxxx XX 80 10000 Xxxxxxxx Xxxx Xxxxx Xxxxx XX 81 4000 00Xx Xxxxxx X Xx. Xxxxxxxxxx XX 82 2000 X Xxxx Xxxxxxx Xxx Kissimmee FL 83 7000 Xxxxxxx Xxx Xxxx Xxxxxxxxx XX 84 7000 Xxxxxxxx Xx Xxxxxxxx XX 85 1000 Xxxxxxxxxx Xxxx Xx Xxxxxxx XX 86 500 Xxxxxx Xxxxxxx Xxxxxxxx XX 87 4000 0Xx Xxx Xx Xxxxx Xxxxxx XX 88 1000 Xxxxx Xxxxx Xxxxxxx Xxxx IA 89 1000 Xxx 000 X Xxxxxx XX 90 2000 Xxxxxxxx Xxxxxxx Xxxx IA 91 400 X Xxxxxxxxx Xx Xxxxx XX 92 1000 X Xxxxxx Xxx Xxxxxxx XX 93 7000 X Xxxxxx Xx X Riverside IL 94 4000 X Xxxxxx Xxxx Xx Xxxxxxx XX 95 3000 Xxxx Xxxx Xx Xxxxxx XX

No Fiduciary Duties. The Company hereby acknowledges Each Loan Party agrees that nothing in the Representative 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 Underwriters are acting solely as underwriters in connection with the offering of the Securitiesother. The Company further acknowledge Loan Parties agree that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Date. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s‑length commercial transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges Each Loan Party agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each it is responsible for making their its own independent judgments 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 as a result of (x) the Administrative Agent acting as administrative agent hereunder or (y) the Lender Parties acting in their respective capacities as such hereunder, that the Administrative Agent or any such transactionsLender 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 that (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any opinions or views expressed by kind of business with other Persons in each case, as if the Representative Administrative Agent were not the Administrative Agent and as if the other Underwriters to the Company regarding such transactionsLender Parties WERE NOT LENDER PARTIES, including but not limited to any opinions or views with respect to the price or market for the SecuritiesAND WITHOUT ANY DUTY TO ACCOUNT THEREFOR TO THE LOAN PARTIES. EACH OF THE LOAN PARTIES HEREBY IRREVOCABLY WAIVES, do not constitute advice or recommendations to the Company. The Company hereby waives and releasesIN FAVOR OF THE ADMINISTRATIVE AGENT, to the fullest extent permitted by lawTHE LENDER PARTIES AND THE ARRANGERS, any claims that the Company may have against the Representative and the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by the Transaction Documents or any matters leading up to such transactionsANY CONFLICT OF INTEREST WHICH MAY ARISE BY VIRTUE OF THE ADMINISTRATIVE AGENT, THE ARRANGERS, THE SYNDICATION AGENTS, THE 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 ARRANGER, ANY SYNDICATION AGENT, ANY CO-DOCUMENTATION AGENT OR ANY LENDER PARTY AS DESCRIBED IN THIS SECTION 9.19.

No Fiduciary Duties. The Company and each Selling Stockholders each hereby acknowledges acknowledge that the Representative and the other Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the SecuritiesCompany’s securities. The Company and each Selling Stockholders each further acknowledge that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the CompanyCompany or the Selling Stockholders, its their respective management, shareholders, stockholders or creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offeringpurchase and sale of the Company’s securities, either before or after the Execution Datedate hereof. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyCompany or the Selling Stockholders, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and each Selling Stockholders each hereby confirms confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither Company, the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Selling Stockholders and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Representative and the other Underwriters to the Company or the Selling Stockholders regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the SecuritiesCompany’s securities, do not constitute advice or recommendations to the Company or the Selling Stockholders. The Company, the Selling Stockholders and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company or the Selling Stockholders, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company or any Selling Stockholder with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company or any Selling Stockholder on other matters). The Company and each Selling Stockholder each hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company or such Selling Stockholder, as applicable, may have against the Representative and the other Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company or any Selling Stockholder in connection with the transactions contemplated by the Transaction Documents this Agreement or any matters leading up to such transactions.. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters, the Company and the Selling Stockholders, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, CASTELLUM, INC. By: /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Chief Executive Officer SELLING STOCKHOLDERS /s/ Jxxx Xxxxx Jxxx Xxxxx /s/ Nxxxxxxx Xxxxx Nxxxxxxx Xxxxx Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1-A hereto: EX XXXXXX, Division of Benchmark Investments, LLC By: /s/ Sxx Xxxxxxxxxx Name: Sxx Xxxxxxxxxx Title: Supervisory Principal SCHEDULE 1-A Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, LLC 1,495,000 225,000 Jxxxxx Xxxxxx & Co. LLC 5,000 TOTAL 1,500,000 225,000 SCHEDULE 1-B Selling Stockholder Number of Firm Shares Jxxx and Nxxxxxxx Xxxxx 150,000 TOTAL 150,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 1,500,000 Number of Option Shares: 225,000 Public Offering Price per Firm Share: $2.00 Public Offering Price per Option Share: $2.00 Underwriting Discount per Firm Share: $0.14 Underwriting Discount per Option Share: $0.14 Proceeds to Company per Firm Share (before expenses): $1.86 Proceeds to Company per Option Share (before expenses): $1.86 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None SCHEDULE 2-C Written Testing-the-Waters Communications None SCHEDULE 3 Lock-Up Parties

No Fiduciary Duties. The Company hereby acknowledges that the Representative and the other Underwriters Initial Purchasers are acting solely as underwriters initial purchasers in connection with the offering purchase and sale of the SecuritiesCompany’s securities. The Company further acknowledge acknowledges that the Representative and the other Underwriters Initial Purchasers are acting pursuant to a contractual relationship created solely by this Purchase Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters Initial Purchasers act or be responsible as a fiduciary fiduciaries to the Company, its management, shareholdersstockholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters Initial Purchasers may undertake or have undertaken in furtherance of the Offeringpurchase and sale of the Company’s securities, either before or after the Execution Datedate hereof. The Representative and the other Underwriters Initial Purchasers hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Purchase Agreement or any matters leading up to such transactions, and the Company hereby confirms their its understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Initial Purchasers agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Representative and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the SecuritiesCompany’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Representative and the other Underwriters Initial Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by the Transaction Documents this Purchase Agreement or any matters leading up to such transactions.. If the foregoing correctly sets forth the understanding between the Company and the Initial Purchasers, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement between the Company and the Initial Purchasers. Very truly yours, THE TRIZETTO GROUP, INC. By: Name: Title: Accepted and agreed to as of the date first above written: UBS SECURITIES LLC By: Name: Title: By: Name: Title: SCHEDULE A Initial Purchaser Principal Amount of Firm Notes UBS SECURITIES LLC $ 60,000,000 BANC OF AMERICA SECURITIES LLC 30,000,000 XXXXXXX XXXXX & COMPANY, L.L.C. 10,000,000 Total $ 100,000,000 EXHIBIT A Lock-Up Agreement September , 2005 UBS Securities LLC on behalf of the Initial Purchasers c/o UBS Securities LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: This Lock-Up Agreement is being delivered to you in connection with the proposed Purchase Agreement (the “Purchase Agreement”) to be entered into by The TriZetto Group, Inc., a Delaware corporation (the “Company”), and you, with respect to the offering (the “Offering”) without registration under the Securities Act of 1933, as amended (the “Act”), in reliance on Rule 144A under the Act, of Convertible Senior Notes due 2025 (the “Notes”) of the Company. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Purchase Agreement. In order to induce you to enter into the Purchase Agreement, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the final offering memorandum relating to the Offering, the undersigned will not, without the prior written consent of UBS Securities LLC, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”) with respect to, any common stock (the “Common Stock”), $0.001 par value per share, of the Company or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities, or any securities substantially similar to the Notes or Common Stock, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or any such securities, or warrants or other rights to purchase Common Stock, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) bona fide gifts, provided the recipient thereof agrees in writing with the Initial Purchaser to be bound by the terms of this Lock-Up Agreement, (b) dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust agrees in writing with the Initial Purchaser to be bound by the terms of this Lock-Up Agreement, (c) transfers by will or intestate succession, provided the successors agree in writing with the Initial Purchaser to be bound by this Lock-Up Agreement, (d) transfers to partners of a partnership or to members of a limited liability company, provided the successors agree in writing with the Initial Purchaser to be bound by this Lock-Up Agreement [or (e) sales made pursuant to a 10b5-1 plan in existence as of the date of this Agreement]1. For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of the undersigned. In addition, the undersigned hereby waives any rights the undersigned may have to require registration of Common Stock in connection with the filing of any registration statement to be filed with the Commission pursuant to the Registration Rights Agreement. The undersigned further agrees that, for the Lock-Up Period, the undersigned will not, without the prior written consent of UBS Securities LLC, make any demand for, or exercise any right with respect to, the registration of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities. The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of Notes or the shares of Common Stock issuable upon conversion of the Notes. * * * 1 Clause (e) to be included only in the Lockup Agreement executed by Xxxxxxx X. Xxxxxxxx If (i) the Company notifies you in writing that it does not intend to proceed with the Offering, (ii) for any reason the Purchase Agreement shall be terminated prior to the “time of purchase” (as defined in the Purchase Agreement) or (iii) the Purchase Agreement is not entered into between you and the Company by December 31, 2005, this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder. Yours very truly, Name: XXXXXXX X-0 LIST OF PARTIES TO EXECUTE LOCK-UP AGREEMENTS Name Position

No Fiduciary Duties. The Company hereby acknowledges that the Representative and the other Underwriters are Underwriter is acting solely as underwriters underwriter in connection with the offering of the SecuritiesPublic Shares. The Company further acknowledge that the Representative and the other Underwriters are Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act Underwriter acts or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters Underwriter may undertake or have has undertaken in furtherance of the Offering, either before or after the Execution Date. The Representative and the other Underwriters Underwriter hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative nor any other Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the SecuritiesPublic Shares. The Company acknowledges that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Underwriter agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Representative and the other Underwriters Underwriter to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the SecuritiesPublic Shares, do not constitute advice or recommendations to the Company. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Underwriter may have financial interests in the success of the Offering that include, but are not limited to, the difference between the price to the public and the purchase price paid to the Company by the Underwriter for the Public Shares and the Underwriter has no obligation to disclose, or account to the Company for, any of such additional financial interests. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Representative and the other Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by the Transaction Documents or any matters leading up to such transactions.

No Fiduciary Duties. The Company hereby acknowledges Parent, the Borrower and each Guarantor agrees that nothing in the Representative 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 Bank, or any Affiliate thereof, on the one hand, and the other Underwriters are acting solely Parent, the Borrower or such Guarantor, as underwriters in connection with applicable, its stockholders or its Affiliates, on the offering of the Securitiesother. The Company further acknowledge Parent, the Borrower and each Guarantor agrees that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Date. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither Parent, the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges Borrower and each Guarantor agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each it is responsible for making their its own independent judgments judgment with respect to such transactions and the process leading thereto. The Parent, the Borrower and each Guarantor acknowledges that the Administrative Agent, 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 the Parent, the Borrower or such Guarantor may regard as conflicting with its interests and may possess information (whether or not material to the Parent, the Borrower or such Guarantor) other than as a result of (x) the Administrative Agent acting as administrative agent hereunder or (y) the Banks acting as lenders hereunder, that the Administrative Agent or any such transactionsBank may not be entitled to share with the Parent, the Borrower or any Guarantor. Without prejudice to the foregoing, each of the Parent, the Borrower and each Guarantor agrees that the Administrative Agent, 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 that (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any opinions kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if Banks were not lenders hereunder, and without any duty to account therefor to the Parent, the Borrower or views expressed by any Guarantor. The Parent, the Representative Borrower and each Guarantor hereby irrevocably waives, in favor of the Administrative Agent and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by lawBanks, any claims that conflict of interest which may arise by virtue of the Company may have against the Representative Administrative Agent and the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to Banks acting in various capacities under the Company in connection with the transactions contemplated by the Transaction Credit Documents or for other customers of the Administrative Agent or any matters leading up to such transactionsBank as described in this Section 11.22. [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. The Company hereby acknowledges Parent, the Borrower and each Guarantor agrees that nothing in the Representative 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 Bank, or any Affiliate thereof, on the one hand, and the other Underwriters are acting solely Parent, the Borrower or such Guarantor, as underwriters in connection with applicable, its stockholders or its Affiliates, on the offering of the Securitiesother. The Company further acknowledge Parent, the Borrower and each Guarantor agrees that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Date. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm's-length commercial transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither Parent, the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges Borrower and each Guarantor agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each it is responsible for making their its own independent judgments judgment with respect to such transactions and the process leading thereto. The Parent, the Borrower and each Guarantor acknowledges that the Administrative Agent, 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 the Parent, the Borrower or such Guarantor may regard as conflicting with its interests and may possess information (whether or not material to the Parent, the Borrower or such Guarantor) other than as a result of (x) the Administrative Agent acting as administrative agent hereunder or (y) the Banks acting as lenders hereunder, that the Administrative Agent or any such transactionsBank may not be entitled to share with the Parent, the Borrower or any Guarantor. Without prejudice to the foregoing, each of the Parent, the Borrower and each Guarantor agrees that the Administrative Agent, 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 that (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any opinions kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if Banks were not lenders hereunder, and without any duty to account therefor to the Parent, the Borrower or views expressed by any Guarantor. The Parent, the Representative Borrower and each Guarantor hereby irrevocably waives, in favor of the Administrative Agent and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by lawBanks, any claims that conflict of interest which may arise by virtue of the Company may have against the Representative Administrative Agent and the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to Banks acting in various capacities under the Company in connection with the transactions contemplated by the Transaction Credit Documents or for other customers of the Administrative Agent or any matters leading up to such transactionsBank as described in this Section 11.22. [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. The Company hereby acknowledges that the Representative and the other Underwriters are Underwriter is acting solely as underwriters Underwriter in connection with the offering of the SecuritiesOffering. The Company further acknowledge acknowledges that the Representative and the other Underwriters are Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Representative and the other Underwriters Underwriter act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters Underwriter may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Datedate hereof. The Representative and the other Underwriters Underwriter hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms their its understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative nor any other Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Offered Securities. The ; and the Company acknowledges that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters Underwriter agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Representative and the other Underwriters Underwriter to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Offered Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Representative and the other Underwriters Underwriter with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by the Transaction Documents this Agreement or any matters leading up to such transactions.

No Fiduciary Duties. The Company and each Selling Stockholders each hereby acknowledges acknowledge that the Representative and the other Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the SecuritiesCompany’s securities. The Company and each Selling Stockholders each further acknowledge that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the CompanyCompany or the Selling Stockholders, its their respective management, shareholders, stockholders or creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offeringpurchase and sale of the Company’s securities, either before or after the Execution Datedate hereof. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyCompany or the Selling Stockholders, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and each Selling Stockholders each hereby confirms confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither Company, the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Selling Stockholders and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Representative and the other Underwriters to the Company or the Selling Stockholders regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the SecuritiesCompany’s securities, do not constitute advice or recommendations to the Company or the Selling Stockholders. The Company, the Selling Stockholders and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company or the Selling Stockholders, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company or any Selling Stockholder with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company or any Selling Stockholder on other matters). The Company and each Selling Stockholder each hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company or such Selling Stockholder, as applicable, may have against the Representative and the other Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company or any Selling Stockholder in connection with the transactions contemplated by the Transaction Documents this Agreement or any matters leading up to such transactions.. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters, the Company and the Selling Stockholders, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, CASTELLUM, INC. By: Name: Mxxx Xxxxxx Title: Chief Executive Officer SELLING STOCKHOLDERS Mxxx Xxxxxx Jxx X. Xxxxxx Jxxx Xxxxx Nxxxxxxx Xxxxx Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1-A hereto: EX XXXXXX, Division of Benchmark Investments, LLC By: Name: Title: [Signature Page to Underwriting Agreement] SCHEDULE 1-A Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised EX Xxxxxx, division of Benchmark Investments, LLC TOTAL SCHEDULE 1-B Selling Stockholder Number of Firm Shares Mxxx X. Xxxxxx 100,000 Jxx X. Xxxxxx 100,000 Jxxx and Nxxxxxxx Xxxxx 320,000 TOTAL 520,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: __________ Number of Option Shares: ________ Public Offering Price per Firm Share: $_____ Public Offering Price per Option Share: $_____ Underwriting Discount per Firm Share: $_____ Underwriting Discount per Option Share: $_____ Underwriting Non-accountable expense allowance per Firm Share: $_____ Underwriting Non-accountable expense allowance per Option Share: $_____ Proceeds to Company per Firm Share (before expenses): $______ Proceeds to Company per Option Share (before expenses): $______ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None SCHEDULE 2-C Written Testing-the-Waters Communications None SCHEDULE 3 Lock-Up Parties

No Fiduciary Duties. The Company hereby acknowledges Borrower agrees that nothing in the Representative 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 or any Affiliate thereof, on the one hand, and the other Underwriters are acting solely as underwriters in connection with Table of Contents Borrower, its stockholders or its Affiliates, on the offering of the Securitiesother. The Company further acknowledge Borrower agrees that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Date. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges Borrower agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each it is responsible for making their its own independent judgments judgment with respect to such transactions and the process leading thereto. The Borrower acknowledges that the Administrative Agent, 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 the Borrower may regard as conflicting with its interests and may possess information (whether or not material to the Borrower) other than as a result of (x) the Administrative Agent acting as administrative agent hereunder or (y) the Lenders acting as lenders hereunder, that the Administrative Agent or any such transactionsLender may not be entitled to share with the Borrower. Without prejudice to the foregoing, the Borrower agrees that the Administrative Agent, 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 that (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any opinions or views expressed by kind of business with other Persons in each case, as if the Representative Administrative Agent were not the Administrative Agent and as if the Lenders were not Lenders, and without any duty to account therefor to the Borrower. The Borrower hereby irrevocably waives, in favor of the Administrative Agent, the Syndication Agent, the Documentation Agent, the Lenders and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by lawArranger, any claims that conflict of interest which may arise by virtue of the Company may have against Administrative Agent, the Representative and Syndication Agent, the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to Documentation Agent, the Company Arranger and/or the Lenders acting in connection with various capacities under the transactions contemplated by the Transaction Loan Documents or for other customers of the Administrative Agent, the Arranger or any matters leading up to such transactionsLender as described in this Section 9.18.

No Fiduciary Duties. The Company and each Selling Stockholders each hereby acknowledges acknowledge that the Representative and the other Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the SecuritiesCompany’s securities. The Company and each Selling Stockholders each further acknowledge that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the CompanyCompany or the Selling Stockholders, its their respective management, shareholders, stockholders or creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offeringpurchase and sale of the Company’s securities, either before or after the Execution Datedate hereof. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the CompanyCompany or the Selling Stockholders, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and each Selling Stockholders each hereby confirms confirm their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither Company, the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company Selling Stockholders and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Representative and the other Underwriters to the Company or the Selling Stockholders regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the SecuritiesCompany’s securities, do not constitute advice or recommendations to the Company or the Selling Stockholders. The Company, the Selling Stockholders and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company or the Selling Stockholders, and no Underwriter has assumed, and none of them will assume, any advisory responsibility in favor of the Company or any Selling Stockholder with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company or any Selling Stockholder on other matters). The Company and each Selling Stockholder each hereby waives waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company or such Selling Stockholder, as applicable, may have against the Representative and the other Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company or any Selling Stockholder in connection with the transactions contemplated by the Transaction Documents this Agreement or any matters leading up to such transactions.. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters, the Company and the Selling Stockholders, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, CASTELLUM, INC. By: Name: Xxxx Xxxxxx Title: Chief Executive Officer SELLING STOCKHOLDERS Xxxx Xxxxx Xxxxxxxx Xxxxx Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1-A hereto: XX XXXXXX, Division of Benchmark Investments, LLC By: Name: Title: SCHEDULE 1-A Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised XX Xxxxxx, division of Benchmark Investments, LLC TOTAL SCHEDULE 1-B Selling Stockholder Number of Firm Shares Xxxx and Xxxxxxxx Xxxxx 150,000 TOTAL 150,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: __________ Number of Option Shares: ________ Public Offering Price per Firm Share: $_____ Public Offering Price per Option Share: $_____ Underwriting Discount per Firm Share: $_____ Underwriting Discount per Option Share: $_____ Underwriting Non-accountable expense allowance per Firm Share: $_____ Underwriting Non-accountable expense allowance per Option Share: $_____ Proceeds to Company per Firm Share (before expenses): $______ Proceeds to Company per Option Share (before expenses): $______ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None SCHEDULE 2-C Written Testing-the-Waters Communications None SCHEDULE 3 Lock-Up Parties

No Fiduciary Duties. The Company hereby acknowledges and agrees that the Representative Underwriters' responsibility to the Company is solely contractual and commercial in nature, based on arms-length negotiations and that neither the other Underwriters are nor their affiliates or any selected dealer shall be deemed to be acting solely as underwriters in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the offering Offering and the other transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the SecuritiesOffering that are not limited to the difference between the price to the public and the purchase price paid to the Company by the Underwriters for the shares and the Underwriters have no obligation to disclose, or account to the Company for, any of such additional financial interests. The Company further acknowledge acknowledges and agrees that (i) the Representative purchase and sale of the other Underwriters are acting Shares pursuant to a contractual relationship created solely by this Agreement entered into on Agreement, including the determination of the initial public offering price of the Shares and any related discounts and commissions, is an arm’s arm’s-length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to commercial transaction between the Company, its managementon the one hand, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offeringseveral Underwriters, either before or after the Execution Date. The Representative and on the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either hand; (ii) in connection with the transactions contemplated by this Agreement Offering and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its stockholders, creditors, employees or any matters leading up to such transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative nor any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any negotiation related obligation to the pricing Company with respect to the Offering except the obligations expressly set forth in this Agreement; (iv) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Securities. The Company; (v) any duties and obligations that the Underwriters may have to the Company acknowledges that it shall be limited to those duties and obligations specifically stated herein; and (vi) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the Offering and the Company has consulted its own legal respective legal, accounting, regulatory and financial tax advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Representative and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Companyappropriate. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Representative and the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by the Transaction Documents or any matters leading up to such transactionsduty.

No Fiduciary Duties. The Company hereby acknowledges that the Representative and the other Underwriters are acting solely as underwriters in connection with the offering purchase and sale of the SecuritiesCompany’s securities. The Company further acknowledge acknowledges that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis basis, and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its Company or their respective management, shareholders, stockholders or creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offeringpurchase and sale of the Company’s securities, either before or after the Execution Datedate hereof. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, transactions and that any opinions or views expressed by the Representative and the other Underwriters to the Company regarding such transactions, including including, but not limited to to, any opinions or views with respect to the price or market for the SecuritiesCompany’s securities, do not constitute advice or recommendations to the CompanyCompany . The Company and the Underwriters agree that the Underwriters are acting as principal and not the agent or fiduciary of the Company and no Underwriter has assumed, and none will assume, any advisory responsibility in favor of the Company with respect to the transactions contemplated hereby waives or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters). The Company each hereby waive and releasesrelease, to the fullest extent permitted by law, any claims that the Company may have against the Representative and the other Underwriters with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by the Transaction Documents this Agreement or any matters leading up to such transactions.. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, GLUCOSE HEALTH, INC. By: Name: Xxxxxx Xxxxxxx Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XX XXXXXX, Division of Benchmark Investments, LLC By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised XX Xxxxxx, division of Benchmark Investments, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: __________ Number of Option Shares: ________ Public Offering Price per Firm Share: $_____ Public Offering Price per Option Share: $_____ Underwriting Discount per Firm Share: $_____ Underwriting Discount per Option Share: $_____ Underwriting Non-accountable expense allowance per Firm Share: $_____ Underwriting Non-accountable expense allowance per Option Share: $_____ Proceeds to Company per Firm Share (before expenses): $______ Proceeds to Company per Option Share (before expenses): $______ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None SCHEDULE 2-C Written Testing-the-Waters Communications None SCHEDULE 3 Lock-Up Parties

No Fiduciary Duties. The Company hereby acknowledges that the Representative and the other Underwriters are each Underwriter is acting solely as underwriters Underwriter in connection with the offering of the SecuritiesOffering. The Company further acknowledge acknowledges that the Representative and the other Underwriters are each Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s arm’s-length basis and in no event do the parties intend that the Representative and the other Underwriters each Underwriter act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters each Underwriter may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Datedate hereof. The Representative and the other Underwriters Each Underwriter hereby expressly disclaim disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms their its understanding and agreement to that effect. The Company hereby further confirms its understanding that neither the Representative nor any other Underwriter has Underwriters have not assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including including, without limitation, any negotiation related to the pricing of the Offered Securities. The ; and the Company acknowledges that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Representative and the other Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Offered Securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Representative and the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by the Transaction Documents this Agreement or any matters leading up to such transactions.

No Fiduciary Duties. The Company hereby acknowledges Parent, the Borrower and each Guarantor agrees that nothing in the Representative 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 or any Affiliate thereof, on the one hand, and the other Underwriters are acting solely Parent, the Borrower or such Guarantor, as underwriters in connection with applicable, its stockholders or its Affiliates, on the offering of the Securitiesother. The Company further acknowledge Parent, the Borrower and each Guarantor agrees that the Representative and the other Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Representative and the other Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Representative and the other Underwriters may undertake or have undertaken in furtherance of the Offering, either before or after the Execution Date. The Representative and the other Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s‑length commercial transactions, and the Company hereby confirms their understanding and agreement to that effect. The Company hereby further confirms its understanding that neither Parent, the Representative nor any other Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering or the process leading thereto, including any negotiation related to the pricing of the Securities. The Company acknowledges Borrower and each Guarantor agrees that it has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each it is responsible for making their its own independent judgments judgment with respect to such transactions and the process leading thereto. The Parent, the Borrower and each Guarantor acknowledges that the Administrative Agent, 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 the Parent, the Borrower or such Guarantor may regard as conflicting with its interests and may possess information (whether or not material to the Parent, the Borrower or such Guarantor) other than as a result of (x) the Administrative Agent acting as administrative agent hereunder or (y) the Lenders acting as lenders hereunder, that the Administrative Agent or any such transactionsLender may not be entitled to share with the Parent, the Borrower or any Guarantor. Without prejudice to the foregoing, each of the Parent, the Borrower and each Guarantor agrees that the Administrative Agent 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 that (b) accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any opinions kind of business with other Persons in each case, as if the Administrative Agent were not the Administrative Agent and as if the Lenders were not lenders hereunder, and without any duty to account therefor to the Parent, the Borrower or views expressed by any Guarantor. The Parent, the Representative Borrower and each Guarantor hereby irrevocably waives, in favor of the Administrative Agent and the Lenders, any conflict of interest which may arise by virtue of the Administrative Agent and the Lenders acting in various capacities under the Credit Documents or for other Underwriters to customers of the Company regarding such transactions, including but not limited to Administrative Agent or any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the CompanyLender as described in this Section 11.22. The Company hereby waives and releasesparties hereto are executing this Agreement as of the date first above written. ADMINISTRATIVE AGENT: JPP, to the fullest extent permitted by lawLLC, any claims that the Company may have against the Representative and the other Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by the Transaction Documents or any matters leading up to such transactions.a Delaware limited liability company By: /s/ Exxxxx X. Xxxxxxx Name: Exxxxx X. Xxxxxxx Title: Authorized Signatory