SHALL BE BINDING UPON EACH
LOAN PARTY, AGENT, THE LENDERS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND
SHALL INURE TO THE BENEFIT OF EACH LOAN PARTY, AGENT, THE LENDERS AND THE
SUCCESSORS AND ASSIGNS OF THE LENDERS.
NO OTHER PERSON SHALL BE A DIRECT OR
INDIRECT LEGAL BENEFICIARY OF, OR HAVE ANY DIRECT OR INDIRECT CAUSE OF ACTION OR
CLAIM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
NO
LOAN PARTY MAY ASSIGN OR TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS
AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT AND EACH LENDER.
16.15
CAPTIONS.
SECTION CAPTIONS USED IN THIS AGREEMENT ARE FOR
CONVENIENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION OF THIS AGREEMENT.
16.16
NONLIABILITY OF AGENT AND EACH LENDER.
THE RELATIONSHIP BETWEEN
THE LOAN PARTIES ON THE ONE HAND AND AGENT AND EACH LENDER ON THE OTHER HAND
SHALL BE SOLELY THAT OF LOAN PARTIES, AGENT AND LENDER.
NEITHER AGENT NOR ANY
LENDER HAS A FIDUCIARY RELATIONSHIP WITH OR DUTY TO ANY LOAN PARTY ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND
THE RELATIONSHIP BETWEEN THE LOAN PARTIES, ON THE ONE HAND, AND THE LENDERS, ON
THE OTHER HAND, IN CONNECTION HEREWITH OR THEREWITH IS SOLELY THAT OF DEBTOR AND
CREDITOR.
NEITHER AGENT NOR ANY LENDER UNDERTAKES ANY RESPONSIBILITY TO ANY
LOAN PARTY TO REVIEW OR INFORM ANY LOAN PARTY OF ANY MATTER IN CONNECTION WITH
ANY PHASE OF ANY LOAN PARTY'S BUSINESS OR OPERATIONS.
EACH LOAN PARTY AGREES,
ON BEHALF OF ITSELF AND EACH OTHER LOAN PARTY, THAT AGENT AND EACH LENDER SHALL
HAVE NO LIABILITY TO ANY LOAN PARTY (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) FOR LOSSES SUFFERED BY ANY LOAN PARTY IN CONNECTION WITH, ARISING OUT
OF, OR IN ANY WAY RELATED TO THE TRANSACTIONS CONTEMPLATED AND THE RELATIONSHIP
ESTABLISHED BY THE LOAN DOCUMENTS, OR ANY ACT, OMISSION OR EVENT OCCURRING IN
CONNECTION THEREWITH, UNLESS IT IS DETERMINED IN A FINAL NON-APPEALABLE JUDGMENT
BY A COURT OF COMPETENT JURISDICTION THAT SUCH LOSSES RESULTED FROM THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY FROM WHICH RECOVERY IS SOUGHT.
NEITHER AGENT NOR ANY LENDER SHALL HAVE ANY LIABILITY WITH RESPECT TO, AND EACH
LOAN PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE FOR ANY SPECIAL,
INDIRECT OR CONSEQUENTIAL DAMAGES RELATING
68
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN
CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE).
EACH LOAN PARTY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL IN THE
NEGOTIATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH IT IS A PARTY.
NO JOINT VENTURE IS CREATED HEREBY OR BY THE
OTHER LOAN DOCUMENTS OR OTHERWISE EXISTS BY VIRTUE OF THE TRANSACTIONS
CONTEMPLATED HEREBY AMONG THE LOAN PARTIES AND THE LENDER.
16.17
FORUM SELECTION AND CONSENT TO JURISDICTION.
ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT