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information provided by the issuer/obligor or its agents. Standard & Poor's reserves the right to withdraw the rating if
<br />the issuer/obligor or its agents failsto provide Standard & Poor's with accurate, complete, timely, or reliable
<br />infortation.
<br />Standard & Poor's Not an Advisor Fiduciary. or Expert. The issuer/obligor understands and agrees that Standard &
<br />Poor's is not acting as an investment, fmancial, or other advisor to the issuer/obligor and that the issuer/obligor should
<br />not and cannot rely upon the rating'or any other information provided by Standard & Poor's as investment or financial
<br />advice. Nothing in this Agreement.'.is intended to or should be constmed as creating a fiduciary relationship between
<br />Standard & Poor's and the issuer/obligor or between Standard & Poor's and recipients of the rating. The issuer/obligor
<br />understands and agrees that Standard & Poor's has not consented to and will not consent to being named an "expert"
<br />under the applicable securities laws, including without limitation, Section 7 of the U.S. Securities Act of 1933.
<br />Limitation on Damages. The issuer/obligor agrees that Standard & Poor's, its officers, directors, shareholders, and
<br />employees shall not be liable to the'issuer/obligor or any other person for any actions, damages, claims, liabilities,
<br />costs, expenses, or losses in any way arising out of or relating to the rating or the related analytic services provided for
<br />in an aggregate amount in excess of the aggregate fees paid to Standard & Poor's for the rating, except for Standard &
<br />Poor's gross negligence or willful trtisconduct. In no event shall Standard & Poor's, its officers, directors,
<br />shareholders, or employees be liable for consequential, special, indirect, incidental, punitive or exemplary damages,
<br />costs, expenses, legal fees, or losses (including, without limitation, lost profits and opportunity costs). In furtherance
<br />and not in limitation of the foregoirg, Standard & Poor's will not be liable in respect of any decisions made by the
<br />issuer/obligor or any other person as a result of the issuance of the rating or the related analytic services provided by
<br />Standard & Poor's hereunder or based on anything that appears to be advice or recommendations. The provisions of
<br />this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in
<br />contract, statute, tort (including, without limitation, negligence), or otherwise, The issuer/obligor acknowledges and
<br />agrees that Standard & Poor's does not waive any protections, privileges, or defenses it may have under law, including
<br />but not limited to, the First Amendment of the Constitution of the United States of America.
<br />Term. This Agreement shall terminate when the ratings are withdrawn. Notwithstanding the foregoing, the paragraphs
<br />above, "Standard & Poor's Not an Advisor, Fiduciary, or Expert" and "Limitation on Damages", shall survive the
<br />tennh;adon of this Agreement or any withdrawal of a rating.
<br />Third Parties. Nothing in this Agreement, or the rating when issued, is intended or should be construed as creating any
<br />rights on behalf of any third parties, including, without limitation, any recipient of the rating. No person is intended as
<br />a third party beneficiary to this Agreement or to the rating when issued.
<br />Binding Effect. This Agreement shall be binding on, and inure to the benefit of, the parties hereto and their successors
<br />and assigns.
<br />Severabilitv. In the event that any term or provision of this Agreement shall be held to be invalid, void, or
<br />unenforceable, then the remainder of this Agreement shall not be affected, impaired, or invalidated, and each such term
<br />and provision shall be valid and enforceable to the fullest extent permitted by law.
<br />Complete Agreement. This Agreement constitutes the complete agreement between the parties with respect to its subject
<br />matter. This Agreement may not be modified except in a writing signed by authorized representatives of both parties.
<br />Governing Law. This Agreement 8nd the rating letter shall be governed by the internal laws of the State of New York.
<br />The parties agree that the state and~federal courts of New York shall be the exclusive forams for any dispute arising
<br />out of this Agreement and the parties hereby consent to the personal jurisdiction of such courts.
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