Common use of Nonliability of Administrative Agent and Lenders Clause in Contracts

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers on the one hand and the Administrative Agent and Lenders on the other hand shall be solely that of borrower and lender. The Administrative Agent and Lenders do not have any fiduciary relationship with or duty to any Credit Party arising out of or in connection with this Agreement or any of the other Financing Agreements, and the relationship between the Credit Parties, on the one hand, and the Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. The Administrative Agent does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that the Administrative Agent and Lenders shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue of the transactions contemplated hereby by the Administrative Agent and Lenders or among the Credit Parties and the Administrative Agent and Lenders.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers Borrower, on the one hand hand, and the Lenders and the Administrative Agent and Lenders Agent, on the other hand hand, shall be solely that of borrower and lender. The Neither the Administrative Agent and Lenders do not nor any Lender shall have any fiduciary relationship with responsibilities to the Borrower or duty to any Credit other Loan Party arising out of or and no provision in connection with this Agreement or in any of the other Financing AgreementsLoan Documents, and no course of dealing between or among any of the relationship parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. In connection with all aspects of each transaction contemplated hereby, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (a) the credit facilities 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 Loan Document) are an arm’s-length commercial transaction between the Credit PartiesBorrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. The Administrative Agent does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that ; (b) neither the Administrative Agent and Lenders shall have no liability nor any Lender has assumed or will assume any advisory, agency or fiduciary responsibility in favor of the Borrower or any other Loan Party with respect to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue of the transactions contemplated hereby by or the process leading hereto (irrespective of whether the Administrative Agent, any Lender or any of their respective Affiliates has advised or is currently advising the Borrower, any other Loan Party or any of their respective Affiliates on other matters) and neither the Administrative Agent nor any Lender has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Lenders or among and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Credit Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent and Lendersnor any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers Borrower, on the one hand hand, and the Lenders, the Issuing Banks and the Administrative Agent and Lenders Agent, on the other hand hand, shall be solely that of borrower and lender. The None of the Administrative Agent and Lenders do not Agent, any Issuing Bank or any Lender shall have any fiduciary relationship with or duty responsibilities to any Credit Party arising out of or the Borrower and no provision in connection with this Agreement or in any of the other Financing AgreementsLoan Documents, and no course of dealing between or among any of the relationship parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Credit PartiesBorrower, on the one hand, and the Administrative Agent Agent, the Arrangers and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor (B) the Borrower has consulted its own legal, accounting, regulatory and creditor. The Administrative Agent does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that the Administrative Agent and Lenders shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related tax advisors to the transactions contemplated extent it has deemed appropriate, and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and C) the Borrower Agent acknowledges that it has been advised by counsel in is capable of evaluating, and understands and accepts, the negotiationterms, execution risks and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent and Lenders or among Agent, the Credit Parties Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent Agent, the Arrangers or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and Lendersin the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers among each Loan Party on the one hand and the Administrative Agent and Lenders on the other hand shall be solely that of borrower or debtor, as applicable, and lender. The Neither Administrative Agent and Lenders do not have nor any Lender has any fiduciary relationship with or duty to any Credit Loan Party arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit Loan Parties, on the one hand, and the Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditorcreditors. The Neither Administrative Agent does not undertake nor any Lender undertakes any responsibility to any Credit Loan Party to review or inform any Credit Loan Party of any matter in connection with any phase of any Credit Loan Party’s 's business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, Each Loan Party agrees that the neither Administrative Agent and Lenders nor any Lender shall have no any liability to any Credit Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Loan Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan 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, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND THE EACH BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX SUE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and the Borrower Agent Loan Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by the Administrative Agent and Lenders or among the Credit Parties and the Loan Parties, Administrative Agent and Lenders.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers among Borrower on the one hand and the Administrative Agent and Lenders on the other hand shall be solely that of borrower and lender. The Neither Administrative Agent and Lenders do not have nor any Lender has any fiduciary relationship with or duty to any Credit Loan Party arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit Loan Parties, on the one hand, and the Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditorcreditors. The Neither Administrative Agent does not undertake nor any Lender undertakes any responsibility to any Credit Loan Party to review or inform any Credit Loan Party of any matter in connection with any phase of any Credit Loan Party’s business or operations. The Other than claims for breach of contract, Borrower Agent agrees, on behalf of itself and each other BorrowerLoan Party, that the neither Administrative Agent and Lenders nor any Lender shall have no any liability to any Credit Loan Party (whether sounding in tort, contract tort or otherwise) for losses suffered by any Credit Loan Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan 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, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by the Administrative Agent and Lenders or among the Credit Parties and the Loan Parties, Administrative Agent and Lenders.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers Borrower, on the one hand hand, and the Lenders, the Issuing Banks and the Administrative Agent and Lenders Agent, on the other hand hand, shall be solely that of borrower and lender. The None of the Administrative Agent and Lenders do not Agent, any Issuing Bank or any Lender shall have any fiduciary relationship with or duty responsibilities to any Credit Party arising out of or the Borrower and no provision in connection with this Agreement or in any of the other Financing AgreementsLoan Documents, and no course of dealing between or among any of the relationship parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative 125 Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Credit PartiesBorrower, on the one hand, and the Administrative Agent Agent, the Arrangers and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor (B) the Borrower has consulted its own legal, accounting, regulatory and creditor. The Administrative Agent does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that the Administrative Agent and Lenders shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related tax advisors to the transactions contemplated extent it has deemed appropriate, and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and C) the Borrower Agent acknowledges that it has been advised by counsel in is capable of evaluating, and understands and accepts, the negotiationterms, execution risks and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent and Lenders or among Agent, the Credit Parties Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent Agent, the Arrangers or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and Lendersin the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers on the one hand and the Administrative Agent and Lenders on the other hand shall be solely that In connection with all aspects of borrower and lender. The Administrative Agent and Lenders do not have any fiduciary relationship with or duty to any Credit Party arising out of or each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding and agreement, that: (i) (A) the arranging and other services regarding this Agreement or any of provided by the other Financing AgreementsAdministrative Agent, the Syndication Agent, the Co-Documentation Agents, the Lead Arrangers, the Lenders and the relationship Issuing Banks are arm’s-length commercial transactions between the Credit PartiesBorrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent Agent, the Syndication Agent, the Co-Documentation Agents, the Lead Arrangers, the Lenders and Lendersthe Issuing Banks, on the other hand, in connection herewith or therewith is solely that (B) each of debtor the Borrower and creditor. The Administrative Agent does not undertake any responsibility the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The the extent it has deemed appropriate, and (C) the Borrower Agent agrees, on behalf of itself and each other BorrowerLoan Party is capable of evaluating, that and understands and accepts, the Administrative Agent terms, risks and Lenders shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent Agent, the Syndication Agent, the Co-Documentation Agents, the Lead Arrangers, each Lender and Lenders each Issuing Bank is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or among fiduciary for the Credit Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the Lead Arrangers, any Lender nor any Issuing Bank has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the Lead Arrangers, the Lenders, the Issuing Banks and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, or conflict with, those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent Agent, the Syndication Agent, the Co-Documentation Agents, the Lead Arrangers, the Lenders nor any Issuing Bank has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. The Borrower agrees, and Lendersacknowledges its Affiliates’ understanding and agreement, that nothing in the Loan Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the Lead Arrangers, the Lenders and the Issuing Banks, on the one hand, and any Loan Party, its stockholders or its affiliates, on the other. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the Lead Arrangers, any Lender and any Issuing Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers Borrower, on the one hand hand, and the Lenders and the Administrative Agent and Lenders Agent, on the other hand hand, shall be solely that of borrower and lender. The Neither the Administrative Agent and Lenders do not nor any Lender shall have any fiduciary relationship with responsibilities to the Borrower or duty to any Credit other Loan Party arising out of or and no provision in connection with this Agreement or in any of the other Financing AgreementsLoan Documents, and no course of dealing between or among any of the relationship parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent or any Lender to any Lender, the Borrower or any other Loan Party. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. In connection with all aspects of each transaction contemplated hereby, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (a) the credit facilities 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 Loan Document) are an arm’s-length commercial transaction between the Credit PartiesBorrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. The Administrative Agent does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that ; (b) neither the Administrative Agent and Lenders shall have no liability nor any Lender has assumed or will assume any advisory, agency or fiduciary responsibility in favor of the Borrower or any other Loan Party with respect to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue of the transactions contemplated hereby by or the process leading hereto (irrespective of whether the Administrative Agent, any Lender or any of their respective Affiliates has advised or is currently advising the Borrower, any other Loan Party or any of their respective Affiliates on other matters) and neither the Administrative Agent nor any Lender has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Lenders or among and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Credit Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent and Lendersnor any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers on the one hand and the Administrative Agent and Lenders on the other hand shall be solely that of borrower and lender. The Administrative Agent and Lenders do not have any fiduciary relationship with or duty to any Credit Party arising out of or in connection with this Agreement or any of the other Financing Agreements, and the relationship between the Credit Parties, on the one hand, and the Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. The Administrative Agent does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that the Administrative Agent and Lenders shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue of the transactions contemplated hereby by the Administrative Agent and Lenders or among the Credit Parties and the Administrative Agent and Lenders.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers on the one hand and the Administrative Agent and Lenders on the other hand shall be solely that of borrower and lender. The Administrative Agent and Lenders do not have any fiduciary relationship with or duty to any Credit Party arising out of or in connection with this Agreement or any of the other Financing Agreements, and the relationship between the Credit Parties, on the one hand, and the Administrative Agent and Lenders, on the other hand, in connection herewith or DM3\2429630.8 therewith is solely that of debtor and creditor. The Administrative Agent does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that the Administrative Agent and Lenders shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue of the transactions contemplated hereby by the Administrative Agent and Lenders or among the Credit Parties and the Administrative Agent and Lenders.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers Borrower, on the one hand hand, and the Lenders and the Administrative Agent and Lenders Agent, on the other hand hand, shall be solely that of borrower and lender. The Neither the Administrative Agent and Lenders do not nor any Lender shall have any fiduciary relationship with responsibilities to NSA REIT, the Borrower or duty to any Credit other Loan Party arising out of or and no provision in connection with this Agreement or in any of the other Financing AgreementsLoan Documents, and no course of dealing between or among any of the relationship parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent or any Lender to any Lender, NSA REIT, the Borrower, any Subsidiary or any other Loan Party. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. In connection with all aspects of each transaction contemplated hereby, NSA REIT, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (a) the credit facilities 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 Loan Document) are an arm’s-length commercial transaction between NSA REIT, the Credit PartiesBorrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. The Administrative Agent does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that ; (b) neither the Administrative Agent and Lenders shall have no liability nor any Lender has assumed or will assume any advisory, agency or fiduciary responsibility in favor of NSA REIT, the Borrower or any other Loan Party with respect to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue of the transactions contemplated hereby by or the process leading hereto (irrespective of whether the Administrative Agent, any Lender or any of their respective Affiliates has advised or is currently advising NSA REIT, the Borrower, any other Loan Party or any of their respective Affiliates on other matters) and neither the Administrative Agent nor any Lender has any obligation to NSA REIT, the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Lenders or among and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of NSA REIT, the Credit Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent and Lendersnor any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers on Borrower and the one hand Lenders and the Administrative Agent and Lenders on the other hand shall be solely that of borrower and lender. The Neither the Administrative Agent and Lenders do not nor any Lender shall have any fiduciary relationship with responsibilities to the Parent or duty to any Credit Party arising out of or the Borrower and no provision in connection with this Agreement or in any of the other Financing AgreementsLoan Documents, and no course of dealing between or among 136 4889-7534-3155, v. 14 any of the relationship parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent or any Lender to any Lender, the Parent, the Borrower, any Subsidiary of the Parent or the Borrower or any other Loan Party. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower or the Parent to review or inform the Borrower or the Parent of any matter in connection with any phase of the Borrower’s or Parent’s business or operations. In connection with all aspects of each transaction contemplated hereby, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (a) the credit facilities 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 Loan Document) are an arm’s-length commercial transaction between the Credit PartiesBorrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. The Administrative Agent does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that ; (b) neither the Administrative Agent and Lenders shall have no liability nor any Lender has assumed or will assume any advisory, agency or fiduciary responsibility in favor of the Borrower or any other Loan Party with respect to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue of the transactions contemplated hereby by or the process leading hereto (irrespective of whether the Administrative Agent, any Lender or any of their respective Affiliates has advised or is currently advising the Borrower, any other Loan Party or any of their respective Affiliates on other matters) and neither the Administrative Agent nor any Lender has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Lenders or among and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Credit Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent and Lendersnor any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship.

Nonliability of Administrative Agent and Lenders. The relationship between the among Borrowers on the one hand and the Administrative Agent and Lenders on the other hand shall be solely that of borrower borrowers and lender. The Neither Administrative Agent and Lenders do not have nor any Lender has any fiduciary relationship with or duty to any Credit Loan Party arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit Loan Parties, on the one hand, and the Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditorcreditors. The Neither Administrative Agent does not undertake nor any Lender undertakes any responsibility to any Credit Loan Party to review or inform any Credit Loan Party of any matter in connection with any phase of any Credit Loan Party’s business or operations. The Each Borrower Agent agrees, on behalf of itself and each other BorrowerLoan Party, that the neither Administrative Agent and Lenders nor any Lender shall have no any liability to any Credit Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Loan Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan 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, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by the Administrative Agent and Lenders or among the Credit Parties and the Loan Parties, Administrative Agent and Lenders.. (Signature Pages Follow)

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers on the one hand and the Administrative Agent and Lenders on the other hand shall be solely that In connection with all aspects of borrower and lender. The Administrative Agent and Lenders do not have any fiduciary relationship with or duty to any Credit Party arising out of or each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding and agreement, that: (i) (A) the arranging and other services regarding this Agreement or any of provided by the other Financing AgreementsAdministrative Agent, the Syndication Agents, the Lead Arrangers and the relationship Lenders are arm’s-length commercial transactions between the Credit PartiesBorrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent Agent, the Syndication Agents, the Lead Arrangers and the Lenders, on the other hand, in connection herewith or therewith is solely that (B) each of debtor the Borrower and creditor. The Administrative Agent does not undertake any responsibility the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The the extent it has deemed appropriate, and (C) the Borrower Agent agrees, on behalf of itself and each other BorrowerLoan Party is capable of evaluating, that and understands and accepts, the Administrative Agent terms, risks and Lenders shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent Agent, the Syndication Agents, the Lead Arrangers and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Syndication Agents, the Lead Arrangers nor any Lender has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Syndication Agents, the Lead Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, or among conflict with, those of the Credit Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent Agent, the Syndication Agents, the Lead Arrangers nor the Lenders has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. The Borrower agrees, and acknowledges its Affiliates’ understanding and agreement, that nothing in the Loan Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Administrative Agent, the Syndication Agents, the Lead Arrangers and the Lenders, on the one hand, and any Loan Party, its stockholders or its affiliates, on the other. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the Syndication Agents, the Lead Arrangers and any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers Borrower, on the one hand hand, and the Lenders, the Issuing Bank, the Sustainability Structuring Agent and the Administrative Agent and Lenders Agent, on the other hand hand, shall be solely that of borrower and lender. The None of the Administrative Agent and Lenders do not Agent, the Sustainability Structuring Agent, the Issuing Bank or any Lender shall have any fiduciary relationship with or duty responsibilities to any Credit Party arising out of or the Borrower and no provision in connection with this Agreement or in any of the other Financing AgreementsLoan Documents, and no course of dealing between or among any of the relationship parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, the Sustainability Structuring Agent, the Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, the Sustainability Structuring Agent, the Issuing Bank or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Credit PartiesBorrower, on the one hand, and the Administrative Agent Agent, the Arrangers and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor (B) the Borrower has consulted its own legal, accounting, regulatory and creditor. The Administrative Agent does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that the Administrative Agent and Lenders shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related tax advisors to the transactions contemplated extent it has deemed appropriate, and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and C) the Borrower Agent acknowledges that it has been advised by counsel in is capable of evaluating, and understands and accepts, the negotiationterms, execution risks and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent and Lenders or among Agent, the Credit Parties Sustainability Structuring Agent, the Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent Agent, the Sustainability Structuring Agent, the Arrangers or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and Lenders.in the other Loan Documents; and (iii) the Administrative Agent, the Sustainability Structuring Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, the Sustainability Structuring Agent, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sustainability Structuring Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 149

Nonliability of Administrative Agent and Lenders. The relationship between among the Borrowers on the one hand and the Administrative Agent and Lenders on the other hand shall be solely that of borrower borrower, administrative agent and lender. The Neither Administrative Agent and Lenders do not have nor any Lender has any fiduciary relationship with or duty to any Credit Party Borrower arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit PartiesBorrowers, on the one hand, and the Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditorcreditors. The Neither Administrative Agent does not undertake nor any Lender undertakes any responsibility to any Credit Party Borrower to review or inform any Credit Party Borrower of any matter in connection with any phase of any Credit PartyBorrower’s business or operations. The Each Borrower Agent agrees, on behalf of itself and each other Borrower, that the neither Administrative Agent and Lenders nor any Lender shall have no any liability to any Credit Party Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party Borrower in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan 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 CHICAGO/#2647830.13 resulted from the gross negligence, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND THE EACH BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by the Administrative Agent and Lenders or among the Credit Parties and the Loan Parties, Administrative Agent and Lenders.. (Signature Page Follows) CHICAGO/#2647830.13 (Signature Page to Loan and Security Agreement) The parties hereto have duly executed this Loan and Security Agreement as of the date first written above. BORROWERS: XXXXXXXXXXXX RESOURCE PARTNERS, LP, a Delaware limited partnership By: Xxxxxxxxxxxx Resources GP, LLC, its general partner By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary OXFORD MINING COMPANY, LLC, an Ohio limited liability company By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary XXXXXXXX RESOURCES, LLC, an Ohio limited liability company By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary OXFORD MINING COMPANY-KENTUCKY, LLC, a Kentucky limited liability company By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary XXXXX COAL COMPANY, LLC, an Ohio limited liability company By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary OXFORD CONESVILLE, LLC, an Ohio limited liability company By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary CHICAGO/#2647830.13 (Signature Page to Loan and Security Agreement) XXXXXXXXXXXX XXXXXXXX FEE COAL HOLDINGS, LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary XXXXXXXXXXXX XXXXXXXX, LLC, a Delaware limited liability company By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary CHICAGO/#2647830.13 (Signature Page to Loan and Security Agreement) LENDER: THE PRIVATEBANK AND TRUST COMPANY By: /s/ Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx Managing Director CHICAGO/#2647830.13 (Signature Page to Loan and Security Agreement) LENDER: BANK OF THE WEST By: /s/ Xxxxxx Xxxxxxxxxxxx Xxxxxx Xxxxxxxxxxxx Vice President ANNEX 1 – COMMITMENTS Lender Revolving Loan Commitment The PrivateBank and Trust Company $7,500,000 Bank of the West $7,500,000 Total $15,000,000 EXHIBIT A—COMPLIANCE CERTIFICATE Attached to and made a part of that certain Loan and Security Agreement, as it may be amended in accordance with its terms from time to time, including all exhibits attached thereto (the “Agreement”) of even date herewith among XXXXXXXXXXXX RESOURCE PARTNERS, LP, a Delaware limited partnership, OXFORD MINING COMPANY, LLC, an Ohio limited liability company, XXXXXXXX RESOURCES, LLC, an Ohio limited liability company, OXFORD MINING COMPANY-KENTUCKY, LLC, a Kentucky limited liability company, XXXXX COAL COMPANY, LLC, an Ohio limited liability company, OXFORD CONESVILLE, LLC, an Ohio limited liability company, XXXXXXXXXXXX XXXXXXXX FEE COAL HOLDINGS, LLC, a Delaware limited liability company and XXXXXXXXXXXX XXXXXXXX, LLC, a Delaware limited liability company (each individually a “Borrower” and collectively the “Borrowers”), jointly and severally, and THE PRIVATEBANK AND TRUST COMPANY, as administrative agent (“Administrative Agent”) for all lenders (“Lenders”) from time to time a party to the Agreement. This Certificate is submitted pursuant to Section 9.3 of the Agreement. The undersigned hereby certifies to Administrative Agent and Lender that as of the date of this Certificate:

Nonliability of Administrative Agent and Lenders. (a) The relationship between the Borrowers Borrower, on the one hand hand, and the Lenders, the Issuing Banks and the Administrative Agent and Lenders Agent, on the other hand hand, shall be solely that of borrower and lender. The None of the Administrative Agent and Lenders do not Agent, any Issuing Bank or any Lender shall have any fiduciary relationship with responsibilities to the Parent, the Borrower or duty to any Credit other Loan Party arising out of or and no provision in connection with this Agreement or in any of the other Financing AgreementsLoan Documents, and no course of dealing between or among any of the relationship between the Credit Partiesparties hereto, on the one hand, and shall be deemed to create any fiduciary duty owing by the Administrative Agent and LendersAgent, on any Issuing Bank or any Lender to any Lender, the Parent, the Borrower, any Subsidiary or any other handLoan Party. None of the Administrative Agent, in connection herewith any Issuing Bank or therewith is solely that of debtor and creditor. The Administrative Agent does not undertake any Lender undertakes any responsibility to any Credit Party the Parent or the Borrower to review or inform any Credit Party the Parent or the Borrower of any matter in connection with any phase of any Credit Party’s the business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that the Administrative Agent and Lenders shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity operations of the party from which recovery is soughtParent or the Borrower. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS(b) In connection with all aspects of the Loan Documents, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each the Borrower and the Parent acknowledge and agree that: (i) this Agreement and each transaction contemplated hereby is an arm’s- length commercial transaction between the Borrower, on the one hand, and the Lenders, the Issuing Banks and the Administrative Agent, on the other hand, and the Borrower Agent acknowledges that it has been advised by counsel in is capable of evaluating and understanding and understand and accept the negotiationterms, execution risks and delivery conditions of this Agreement and the other Financing Agreements Loan Documents, (ii) none of the Lenders, the Issuing Banks or the Administrative Agent has assumed or will assume an advisory, agency or fiduciary responsibility in the Borrower’s, the Parent’s or their respective Affiliates’ favor with respect to which it is a party. No joint venture is created hereby or any of the transaction contemplated by the other Financing Agreements or otherwise exists by virtue Loan Documents and none of the transactions Lenders, the Issuing Banks or the Administrative Agent has any obligation to the Borrower, the Parent or their respective Affiliates with respect to the transaction contemplated hereby by the Loan Documents except those obligations expressly set forth in the Loan Documents, (iii) the Lenders, the Issuing Banks, the Administrative Agent and Lenders or among the Credit Parties and the Administrative Agent and Lenders.their respective Affiliates may be engaged in a broad range of transactions

Nonliability of Administrative Agent and Lenders. The relationship between among the Borrowers on the one hand and the Administrative Agent and Lenders on the other hand shall be solely that of borrower borrower, administrative agent and lender. The Neither Administrative Agent and Lenders do not have nor any Lender has any fiduciary relationship with or duty to any Credit Party Borrower arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit PartiesBorrowers, on the one hand, and the Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditorcreditors. The Neither Administrative Agent does not undertake nor any Lender undertakes any responsibility to any Credit Party Borrower to review or inform any Credit Party Borrower of any matter in connection with any phase of any Credit PartyBorrower’s business or operations. The Each Borrower Agent agrees, on behalf of itself and each other Borrower, that the neither Administrative Agent and Lenders nor any Lender shall have no any liability to any Credit Party Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party Borrower in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan 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, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND THE EACH BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or Table of Contents otherwise exists by virtue of the transactions contemplated hereby by the Administrative Agent and Lenders or among the Credit Parties and the Loan Parties, Administrative Agent and Lenders. (Signature Page Follows) 100 Table of Contents (Signature Page to Amended and Restated Loan and Security Agreement) The parties hereto have duly executed this Amended and Restated Loan and Security Agreement as of the date first written above. BORROWERS: XXXXXXXXXXXX COAL COMPANY, a Delaware corporation By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Secretary XXXXXXXXXXXX ENERGY LLC, aDelaware limited liability company By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary XXXXXXXXXXXX - NORTH CAROLINA POWER, L.L.C., a Virginialimited liability company By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary WEI-ROANOKE VALLEY, INC., aDelaware corporation By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary XXXXXXXXXXXX - ROANOKEVALLEY, L.P., a Delaware limitedpartnership By:WEI-Roanoke Valley, Inc. its general partner By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary Table of Contents (Signature Page to Amended and Restated Loan and Security Agreement) BORROWERS: XXXXXXXXXXXX PARTNERS, a Virginia general partnership By:Xxxxxxxxxxxx-Roanoke Valley, L.P.,its general partner By:WEI-Roanoke Valley, Inc., its general partner By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary By: Xxxxxxxxxxxx-North Carolina Power,L.L.C., its general partner By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary XXXXXXXXXXXX RESOURCES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary XXXXXXXXXXXX XXXXXXXX, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary XXXXXXXXXXXX COAL SALESCOMPANY, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary Table of Contents (Signature Page to Amended and Restated Loan and Security Agreement) BORROWERS: WRI PARTNERS, INC., a Delawarecorporation By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary WCC LAND HOLDING COMPANY, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary XXXXXXXXXXXX CANADA LLC, aDelaware limited liability company By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Secretary XXXXXXXXXXXX ENERGY SERVICES, INC., a Delaware corporation By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Secretary XXXXXXXXXXXX CANADIANINVESTMENTS, LP, a limited partnershiporganized and existing under the laws of theProvince of Quebec By:Xxxxxxxxxxxx Canada LLC, its general partner By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Secretary Table of Contents (Signature Page to Amended and Restated Loan and Security Agreement) BORROWERS: WCC HOLDING B.V. By: /s/ R.H.W. FunnekotterName: R.H.W. FunnekotterTitle: Managing Director B WCC HOLDING B.V., a B.V. organized and existing under the laws of the Netherlands By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Managing Director A XXXXXXXXXXXX CANADAHOLDINGS INC., a corporation organizedand existing under the laws of the Province of Alberta By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Secretary XXXXXXXXXXXX PRAIRIERESOURCES INC., a corporation organized and existing under the laws of theProvince of Alberta By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Secretary PRAIRIE MINES & ROYALTY ULC, anunlimited liability company organized underthe laws of the Province of Alberta By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Secretary COAL VALLEY RESOURCES, INC., acorporation organized and existing under thelaws of the Province of Alberta By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Secretary Table of Contents (Signature Page to Amended and Restated Loan and Security Agreement)

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers Borrower, on the one hand hand, and the Lenders, the Issuing Banks and the Administrative Agent and Lenders Agent, on the other hand hand, shall be solely that of borrower and lender. The None of the Administrative Agent and Lenders do not Agent, any Issuing Bank or any Lender shall have any fiduciary relationship with or duty responsibilities to any Credit Party arising out of or the Borrower and no provision in connection with this Agreement or in any of the other Financing AgreementsLoan Documents, and no course of dealing between or among any of the relationship parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Credit PartiesBorrower, on the one hand, and the Administrative Agent Agent, the Arrangers and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor (B) the Borrower has consulted its own legal, accounting, regulatory and creditor. The Administrative Agent does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that the Administrative Agent and Lenders shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related tax advisors to the transactions contemplated extent it has deemed appropriate, and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and C) the Borrower Agent acknowledges that it has been advised by counsel in is capable of evaluating, and understands and accepts, the negotiationterms, execution risks and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent and Lenders or among Agent, the Credit Parties Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent Agent, the Arrangers or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and Lenders.in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 132

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers Borrower, on the one hand hand, and the Lenders and the Administrative Agent and Lenders Agent, on the other hand hand, shall be solely that of borrower and lender. The Neither the Administrative Agent and Lenders do not nor any Lender shall have any fiduciary relationship with responsibilities to NSA REIT, the Borrower or duty to any Credit other Loan Party arising out of or and no provision in connection with this Agreement or in any of the other Financing AgreementsLoan Documents, and no course of dealing between or among any of the relationship parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent or any Lender to any Lender, NSA REIT, the Borrower, any Subsidiary or any other Loan Party. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. In connection with all aspects of each transaction contemplated hereby, NSA REIT, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (a) the credit facilities 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 Loan Document) are an arm’s-length commercial transaction between NSA REIT, the Credit PartiesBorrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. The Administrative Agent does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that ; (b) neither the Administrative Agent and Lenders shall have no liability nor any Lender has assumed or will assume any advisory, agency or fiduciary responsibility in favor of NSA REIT, the Borrower or any other Loan Party with respect to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue of the transactions contemplated hereby by or the process leading hereto (irrespective of whether the Administrative Agent, any Lender or any of their respective 140 Affiliates has advised or is currently advising NSA REIT, the Borrower, any other Loan Party or any of their respective Affiliates on other matters) and neither the Administrative Agent nor any Lender has any obligation to NSA REIT, the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Lenders or among and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of NSA REIT, the Credit Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent and Lendersnor any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers on the one hand and the Administrative Agent and Lenders on the other hand shall be solely that of borrower and lender. The Administrative Agent and Lenders do not have any fiduciary relationship with or duty to any Credit Party arising out of or in connection with this Agreement or any of the other Financing Agreements, and the relationship between the Credit Parties, on the one hand, and the Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. The Administrative Agent does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that the Administrative Agent and Lenders shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR - 106 - DM3\3743049.7 ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue of the transactions contemplated hereby by the Administrative Agent and Lenders or among the Credit Parties and the Administrative Agent and Lenders.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers Borrower, on the one hand hand, and the Lenders, the Issuing Banks and the Administrative Agent and Lenders Agent, on the other hand hand, shall be solely that of borrower and lender. The None of the Administrative Agent and Lenders do not Agent, any Issuing Bank or any Lender shall have any fiduciary relationship with or duty responsibilities to any Credit Party arising out of or the Borrower and no provision in connection with this Agreement or in any of the other Financing AgreementsLoan Documents, and no course of dealing between or among any of the relationship parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Credit PartiesBorrower, on the one hand, and the Administrative Agent Agent, the Arrangers and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor (B) the Borrower has consulted its own legal, accounting, regulatory and creditor. The Administrative Agent does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that the Administrative Agent and Lenders shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related tax advisors to the transactions contemplated extent it has deemed appropriate, and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and C) the Borrower Agent acknowledges that it has been advised by counsel in is capable of evaluating, and understands and accepts, the negotiationterms, execution risks and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent and Lenders or among Agent, the Credit Parties Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent Agent, the Arrangers or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and Lenders.in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 135

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers Borrower, on the one hand hand, and the Lenders, the Sustainability Structuring Agent and the Administrative Agent and Lenders Agent, on the other hand hand, shall be solely that of borrower and lender. The None of the Administrative Agent, the Sustainability Structuring Agent and Lenders do not or any Lender shall have any fiduciary relationship with or duty responsibilities to any Credit Party arising out of or the Borrower and no provision in connection with this Agreement or in any of the other Financing AgreementsLoan Documents, and no course of dealing between or among any of the relationship parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, the Sustainability Structuring Agent or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, the Sustainability Structuring Agent or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Credit PartiesBorrower, on the one hand, and the Administrative Agent Agent, the Arrangers and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor (B) the Borrower has consulted its own legal, accounting, regulatory and creditor. The Administrative Agent does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that the Administrative Agent and Lenders shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related tax advisors to the transactions contemplated extent it has deemed appropriate, and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and C) the Borrower Agent acknowledges that it has been advised by counsel in is capable of evaluating, and understands and accepts, the negotiationterms, execution risks and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the 124 Administrative Agent and Lenders or among Agent, the Credit Parties Sustainability Structuring Agent, the Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent Agent, the Sustainability Structuring Agent, the Arrangers or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and Lendersin the other Loan Documents; and (iii) the Administrative Agent, the Sustainability Structuring Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, the Sustainability Structuring Agent, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Sustainability Structuring Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers Borrower, on the one hand hand, and the Lenders and the Administrative Agent and Lenders Agent, on the other hand hand, shall be solely that of borrower and lender. The Neither the Administrative Agent and Lenders do not nor any Lender shall have any fiduciary relationship with responsibilities to NSA REIT, the Borrower or duty to any Credit other Loan Party arising out of or and no provision in connection with this Agreement or in any of the other Financing AgreementsLoan Documents, and no course of dealing between or among any of the relationship parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent or any Lender to any Lender, NSA REIT, the Borrower, any Subsidiary or any other Loan Party. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. In connection with all aspects of each transaction contemplated hereby, NSA REIT, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (a) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any 132 amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between NSA REIT, the Credit PartiesBorrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. The Administrative Agent does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that ; (b) neither the Administrative Agent and Lenders shall have no liability nor any Lender has assumed or will assume any advisory, agency or fiduciary responsibility in favor of NSA REIT, the Borrower or any other Loan Party with respect to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue of the transactions contemplated hereby by or the process leading hereto (irrespective of whether the Administrative Agent, any Lender or any of their respective Affiliates has advised or is currently advising NSA REIT, the Borrower, any other Loan Party or any of their respective Affiliates on other matters) and neither the Administrative Agent nor any Lender has any obligation to NSA REIT, the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Lenders or among and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of NSA REIT, the Credit Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent and Lendersnor any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship.

Nonliability of Administrative Agent and Lenders. 121 - DM3\7000734.9 . The relationship between the Borrowers on the one hand and the Administrative Agent and Lenders on the other hand shall be solely that of borrower and lender. The Administrative Agent and Lenders do not have any fiduciary relationship with or duty to any Credit Party arising out of or in connection with this Agreement or any of the other Financing Agreements, and the relationship between the Credit Parties, on the one hand, and the Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. The Administrative Agent does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that the Administrative Agent and Lenders shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue of the transactions contemplated hereby by the Administrative Agent and Lenders or among the Credit Parties and the Administrative Agent and Lenders.

Nonliability of Administrative Agent and Lenders. (a) The relationship between the Borrowers Borrower, on the one hand hand, and the Lenders, the Issuing Banks and the Administrative Agent and Lenders Agent, on the other hand hand, shall be solely that of borrower and lender. The None of the Administrative Agent and Lenders do not Agent, any Issuing Bank or any Lender shall have any fiduciary relationship with responsibilities to the Parent, the Borrower or duty to any Credit other Loan Party arising out of or and no provision in connection with this Agreement or in any of the other Financing AgreementsLoan Documents, and no course of dealing between or among any of the relationship between the Credit Partiesparties hereto, on the one hand, and shall be deemed to create any fiduciary duty owing by the Administrative Agent and LendersAgent, on any Issuing Bank or any Lender to any Lender, the Parent, the Borrower, any Subsidiary or any other handLoan Party. None of the Administrative Agent, in connection herewith any Issuing Bank or therewith is solely that of debtor and creditor. The Administrative Agent does not undertake any Lender undertakes any responsibility to any Credit Party the Parent or the Borrower to review or inform any Credit Party the Parent or the Borrower of any matter in connection with any phase of any Credit Party’s the business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that the Administrative Agent and Lenders shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity operations of the party from which recovery is soughtParent or the Borrower. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS(b) In connection with all aspects of the Loan Documents, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each the Borrower and the Parent acknowledge and agree that: (i) this Agreement and each transaction contemplated hereby is an arm’s-length commercial transaction between the Borrower, on the one hand, and the Lenders, the Issuing Banks and the Administrative Agent, on the other hand, and the Borrower Agent acknowledges that it has been advised by counsel in is capable of evaluating and understanding and understand and accept the negotiationterms, execution risks and delivery conditions of this Agreement and the other Financing Agreements Loan Documents, (ii) none of the Lenders, the Issuing Banks or the Administrative Agent has assumed or will assume an advisory, agency or fiduciary responsibility in the Borrower’s, the Parent’s or their respective Affiliates’ favor with respect to which it is a party. No joint venture is created hereby or any of the transaction contemplated by the other Financing Agreements or otherwise exists by virtue Loan Documents and none of the transactions Lenders, the Issuing Banks or the Administrative Agent has any obligation to the Borrower, the Parent or their respective Affiliates with respect to the transaction contemplated hereby by the Loan Documents except those obligations expressly set forth in the Loan Documents, (iii) the Lenders, the Issuing Banks, the Administrative Agent and Lenders their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from the Borrower, the Parent and their respective Affiliates and none of the Lenders, the Issuing Banks or among the Credit Parties and the Administrative Agent shall have any obligation to disclose any of such interests, and (iv) none of the Lenders, the Issuing Banks or the Administrative Agent has provided any legal, accounting, regulatory or tax advice with respect to this Agreement and the other Loan Documents and the Borrower, the Parent and their respective Affiliates have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate. Section 12.8.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers Borrower, on the one hand hand, and the Lenders, the Sustainability Structuring Agent and the Administrative Agent and Lenders Agent, on the other hand hand, shall be solely that of borrower and lender. The Neither the Administrative Agent, the Sustainability Structuring Agent and Lenders do not nor any Lender shall have any fiduciary relationship with responsibilities to the Borrower or duty to any Credit other Loan Party arising out of or and no provision in connection with this Agreement or in any of the other Financing AgreementsLoan Documents, and no course of dealing between or among any of the relationship parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, the Sustainability Structuring Agent or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. Neither the Administrative Agent, the Sustainability Structuring Agent nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. In connection with all aspects of each transaction contemplated hereby, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates' understanding, that (a) the credit facilities 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 Loan Document) are an arm's-length commercial transaction between the Credit PartiesBorrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Sustainability Structuring Agent and the Lenders, on the other hand; (b) neither the Administrative Agent, the Sustainability Structuring Agent nor any Lender has assumed or will assume any advisory, agency or fiduciary responsibility in connection herewith favor of the Borrower or therewith is solely that of debtor and creditor. The Administrative Agent does not undertake any responsibility other Loan Party with respect to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that the Administrative Agent and Lenders shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue of the transactions contemplated hereby by or the process leading hereto (irrespective of whether the Administrative Agent, the Sustainability Structuring Agent, any Lender or any of their respective Affiliates has advised or is currently advising the Borrower, any other Loan Party or any of their respective Affiliates on other matters) and neither the Administrative Agent, the Sustainability Structuring Agent nor any Lender has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Sustainability Structuring Agent, the Lenders or among and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Credit Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Sustainability Structuring Agent and Lenders.nor any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship. ​ ‌ ​ LEGAL02/42113124v8 ​

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers Borrower, on the one hand hand, and the Lenders, the Issuing Banks and the Administrative Agent and Lenders Agent, on the other hand hand, shall be solely that of borrower and lender. The None of the Administrative Agent and Lenders do not Agent, any Issuing Bank or any Lender shall have any fiduciary relationship with or duty responsibilities to any Credit Party arising out of or the Borrower and no provision in connection with this Agreement or in any of the other Financing AgreementsLoan Documents, and no course of dealing between or among any of the relationship parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger and the Lenders are arm’s-length commercial transactions between the Credit PartiesBorrower, on the one hand, and the Administrative Agent Agent, the Arranger and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor (B) the Borrower has consulted its own legal, accounting, regulatory and creditor. The Administrative Agent does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that the Administrative Agent and Lenders shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related tax advisors to the transactions contemplated extent it has deemed appropriate, and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and C) the Borrower Agent acknowledges that it has been advised by counsel in is capable of evaluating, and understands and accepts, the negotiationterms, execution risks and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent and Lenders or among Agent, the Credit Parties Arranger and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent Agent, the Arranger or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and Lenders.in the other Loan Documents; and (iii) the Administrative Agent, the Arranger and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, the Arranger and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 134

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers Borrower, on the one hand hand, and the Lenders and the Administrative Agent and Lenders Agent, on the other hand hand, shall be solely that of borrower and lender. The None of the Administrative Agent and Lenders do not or any Lender shall have any fiduciary relationship with or duty responsibilities to any Credit Party arising out of or the Borrower and no provision in connection with this Agreement or in any of the other Financing AgreementsLoan Documents, and no course of dealing between or among any of the relationship parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Credit PartiesBorrower, on the one hand, and the Administrative Agent Agent, the Arrangers and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor (B) the Borrower has consulted its own legal, accounting, regulatory and creditor. The Administrative Agent does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that the Administrative Agent and Lenders shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related tax advisors to the transactions contemplated extent it has deemed appropriate, and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and C) the Borrower Agent acknowledges that it has been advised by counsel in is capable of evaluating, and understands and accepts, the negotiationterms, execution risks and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent Agent, the Arrangers and 106 the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or among fiduciary for the Credit Parties Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent, the Arrangers or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent Agent, the Arrangers and Lendersthe Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers Borrower, on the one hand hand, and the Lenders, the Issuing Banks and the Administrative Agent and Lenders Agent, on the other hand hand, shall be solely that of borrower and lender. The None of the Administrative Agent and Lenders do not Agent, any Issuing Bank or any Lender shall have any fiduciary relationship with or duty responsibilities to any Credit Party arising out of or the Borrower and no provision in connection with this Agreement or in any of the other Financing AgreementsLoan Documents, and no course of dealing between or among any of the relationship parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent, any Issuing Bank or any Lender to any Lender, the Borrower, any Subsidiary or any other Loan Party. None of the Administrative Agent, any Issuing Bank or any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length 128 commercial transactions between the Credit PartiesBorrower, on the one hand, and the Administrative Agent Agent, the Arrangers and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor (B) the Borrower has consulted its own legal, accounting, regulatory and creditor. The Administrative Agent does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that the Administrative Agent and Lenders shall have no liability to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related tax advisors to the transactions contemplated extent it has deemed appropriate, and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and C) the Borrower Agent acknowledges that it has been advised by counsel in is capable of evaluating, and understands and accepts, the negotiationterms, execution risks and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent and Lenders or among Agent, the Credit Parties Arrangers and the Lenders has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) none of the Administrative Agent Agent, the Arrangers or any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and Lendersin the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, the Arrangers and the Lenders has any obligation to disclose any of such interests to the Borrower or any of its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Nonliability of Administrative Agent and Lenders. The relationship between among the Borrowers on the one hand and the Administrative Agent and Lenders on the other hand shall be solely that of borrower borrower, administrative agent and lender. The Neither Administrative Agent and Lenders do not have nor any Lender has any fiduciary relationship with or duty to any Credit Party Borrower arising out of or in connection with this Agreement or any of the other Financing AgreementsLoan Documents, and the relationship between the Credit PartiesBorrowers, on the one hand, and the Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of 116 debtor and creditorcreditors. The Neither Administrative Agent does not undertake nor any Lender undertakes any responsibility to any Credit Party Borrower to review or inform any Credit Party Borrower of any matter in connection with any phase of any Credit PartyBorrower’s business or operations. The Each Borrower Agent agrees, on behalf of itself and each other Borrower, that the neither Administrative Agent and Lenders nor any Lender shall have no any liability to any Credit Party Borrower (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party Borrower in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing AgreementsLoan 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, negligence or willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND THE EACH BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements Loan Documents to which it is a party. No joint venture is created hereby or by the other Financing Agreements Loan Documents or otherwise exists by virtue of the transactions contemplated hereby by the Administrative Agent and Lenders or among the Credit Parties and the Loan Parties, Administrative Agent and Lenders. (Signature Page Follows) (Signature Page to Second Amended and Restated Loan and Security Agreement) The parties hereto have duly executed this Second Amended and Restated Loan and Security Agreement as of the date first written above. BORROWERS: XXXXXXXXXXXX COAL COMPANY, a Delaware corporation By:/s/ Xxxxxxxx X. GraftonJennifer S. GraftonSecretary XXXXXXXXXXXX ENERGY LLC, a Delaware limited liability company By:/s/ Xxxxxx X. HagreenSamuel N. HagreenSecretary XXXXXXXXXXXX - NORTH CAROLINA POWER, L.L.C., a Virginia limited liability company By:/s/ Xxxxxx X. HagreenSamuel N. HagreenSecretary WEI-ROANOKE VALLEY, INC., a Delaware corporation By:/s/ Xxxxxx X. HagreenSamuel N. HagreenSecretary XXXXXXXXXXXX - ROANOKE VALLEY, L.P., a Delaware limited partnership By:WEI-Roanoke Valley, Inc. its general partner By:/s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Secretary (Signature Page to Second Amended and Restated Loan and Security Agreement) BORROWERS: XXXXXXXXXXXX PARTNERS, a Virginia general partnership By:Xxxxxxxxxxxx-Roanoke Valley, L.P., its general partner By:WEI-Roanoke Valley, Inc., its general partner By: /s/ Xxxxxx X. HagreenSamuel N. HagreenSecretary By: Xxxxxxxxxxxx-North Carolina Power, L.L.C., its general partner By: /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Secretary XXXXXXXXXXXX RESOURCES, INC., a Delaware corporation By:/s/ Xxxxxx X. HagreenSamuel N. HagreenSecretary XXXXXXXXXXXX XXXXXXXX, INC., a Delaware corporation By:/s/ Xxxxxx X. HagreenSamuel N. HagreenSecretary XXXXXXXXXXXX COAL SALES COMPANY, INC., a Delaware corporation By:/s/ Xxxxxx X. HagreenSamuel N. HagreenSecretary (Signature Page to Second Amended and Restated Loan and Security Agreement) BORROWERS: WRI PARTNERS, INC., a Delaware corporation By:/s/ Xxxxxx X. HagreenSamuel N. HagreenSecretary WCC LAND HOLDING COMPANY, INC., a Delaware corporation By:/s/ Xxxxxx X. HagreenSamuel N. HagreenSecretary XXXXXXXXXXXX CANADA LLC, a Delaware limited liability company By:/s/ Xxxxxxxx X. GraftonJennifer S. GraftonSecretary XXXXXXXXXXXX ENERGY SERVICES, INC., a Delaware corporation By:/s/ Xxxxxx X. HagreenSamuel N. HagreenSecretary XXXXXXXXXXXX MINING LLC, a Delaware limited liability company By:/s/ Xxxxxx X. HagreenSamuel N. HagreenSecretary WESTERN ENERGY COMPANY, a Montana corporation By:/s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Secretary (Signature Page to Second Amended and Restated Loan and Security Agreement) BORROWERS: TEXAS XXXXXXXXXXXX COAL CO., a Montana corporation By:/s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Secretary XXXXXXXXXXXX SAVAGE CORPORATION, a Delaware corporation By:/s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Secretary DAKOTA XXXXXXXXXXXX CORPORATION, a Delaware corporation By:/s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Secretary XXXXXXXXXXXX CANADIAN INVESTMENTS, L.P., a limited partnership organized and existing under the laws of the Province of Quebec By:Xxxxxxxxxxxx Canada LLC, its general partner By:/s/ Xxxxxxxx X. Xxxxxxx Xxxxxxxx X. Xxxxxxx Secretary XXXXXXXXXXXX CANADA HOLDINGS INC., a corporation organized and existing under the laws of the Province of Alberta By:/s/ Xxxxxxxx X. GraftonJennifer S. GraftonAssistant Secretary (Signature Page to Second Amended and Restated Loan and Security Agreement)

Nonliability of Administrative Agent and Lenders. The relationship between the Borrowers Borrower, on the one hand hand, and the Lenders and the Administrative Agent and Lenders Agent, on the other hand hand, shall be solely that of borrower and lender. The Neither the Administrative Agent and Lenders do not nor any Lender shall have any fiduciary relationship with responsibilities to NSA REIT, the Borrower or duty to any Credit other Loan Party arising out of or and no provision in connection with this Agreement or in any of the other Financing AgreementsLoan Documents, and no course of dealing between or among any of the relationship parties hereto, shall be deemed to create any fiduciary duty owing by the Administrative Agent or any Lender to any 000 Xxxxxx, XXX REIT, the Borrower, any Subsidiary or any other Loan Party. Neither the Administrative Agent nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s business or operations. In connection with all aspects of each transaction contemplated hereby, NSA REIT, the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (a) the credit facilities 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 Loan Document) are an arm’s-length commercial transaction between NSA REIT, the Credit PartiesBorrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor. The Administrative Agent does not undertake any responsibility to any Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. The Borrower Agent agrees, on behalf of itself and each other Borrower, that ; (b) neither the Administrative Agent and Lenders shall have no liability nor any Xxxxxx has assumed or will assume any advisory, agency or fiduciary responsibility in favor of NSA REIT, the Borrower or any other Loan Party with respect to any Credit Party (whether sounding in tort, contract or otherwise) for losses suffered by any Credit Party in connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Financing Agreements, 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, willful misconduct or illegal activity of the party from which recovery is sought. NO LENDER OR ADMINISTRATIVE AGENT SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS, DEBTX OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER OR ADMINISTRATIVE AGENT HAVE ANY LIABILITY WITH RESPECT TO, AND THE BORROWER AGENT ON BEHALF OF ITSELF AND EACH OTHER CREDIT PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each Borrower and the Borrower Agent acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Financing Agreements to which it is a party. No joint venture is created hereby or by the other Financing Agreements or otherwise exists by virtue of the transactions contemplated hereby by or the process leading hereto (irrespective of whether the Administrative Agent, any Lender or any of their respective Affiliates has advised or is currently advising NSA REIT, the Borrower, any other Loan Party or any of their respective Affiliates on other matters) and neither the Administrative Agent nor any Lender has any obligation to NSA REIT, the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Lenders or among and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of NSA REIT, the Credit Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent and Lendersnor any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship.