Common use of Nonliability of Lender Clause in Contracts

Nonliability of Lender. Borrower acknowledges and agrees that: (a) Any inspections of any property of Borrower made by or through Administrative Agent or Lenders are for purposes of administration of the Loan Documents only, and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent or Lenders pursuant to the Loan Documents, neither Administrative Agent nor Lenders shall be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or Lenders; (c) The relationship between Borrower and Administrative Agent and Lenders is, and shall at all times remain, solely that of borrower and lenders; neither Administrative Agent nor Lenders shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any Lender undertakes or assumes any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with their property or the operations of Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by Lender in connection with such matters is solely for the protection of Lenders and neither Borrower nor any other Person is entitled to rely thereon; and (d) Neither Administrative Agent nor Lenders shall be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to property caused by the actions, inaction or negligence of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders harmless from any such loss, damage, liability or claim.

Nonliability of Lender. The parties hereto agree that, notwithstanding any affiliation that may exist between Borrower acknowledges and Lender, the relationship between Borrower and Lender shall be solely that of a borrower and a lender. Lender shall not have any fiduciary responsibilities to Borrower. Borrower (i) agrees that Lender shall not have any liability to Borrower (whether sounding in tort, contract or otherwise) for losses suffered by Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by this agreement, the other loan documents or any other agreement entered into in connection herewith or any act, omission or event occurring in connection therewith, unless it is determined by a judgment of a court that is binding on Lender (which judgment shall be final and not subject to review on appeal), that such losses were the result of acts or omissions on the part of Lender constituting gross negligence or willful misconduct and (ii) waives, releases and agrees that: not to xxx upon any claim against Lender (a) Any inspections of any property of Borrower made by whether sounding in tort, contract or through Administrative Agent otherwise), except a claim based upon gross negligence or Lenders willful misconduct. Whether or not such damages are for purposes of administration of the Loan Documents only, related to a claim that is subject to such waiver and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower); (b) By accepting or approving anything required to be observedwaiver is effective, performed, fulfilled or given to Administrative Agent or Lenders pursuant to the Loan Documents, neither Administrative Agent nor Lenders shall be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof Lender shall not constitute a warranty or representation to anyone have any liability with respect thereto by Administrative Agent or Lenders; (c) The relationship between Borrower and Administrative Agent and Lenders isto, and shall at all times remain, solely that of borrower and lenders; neither Administrative Agent nor Lenders shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any Lender undertakes or assumes any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with their property or the operations of Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by Lender in connection with such matters is solely for the protection of Lenders and neither Borrower nor any other Person is entitled to rely thereon; and (d) Neither Administrative Agent nor Lenders shall be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to property caused by the actions, inaction or negligence of Borrower and/or its Affiliates and Borrower hereby indemnifies waives, releases and holds Administrative Agent agrees not to xxx upon any claim for, any special, indirect, consequential or punitive damages suffered by Borrower in connection with, arising out of, or in any way related to the transactions contemplated or the relationship established by this Agreement, the other loan documents or any other agreement entered into in connection herewith or therewith or any act, omission or event occurring in connection herewith or therewith, unless it is determined by a judgment of a court that is binding on Lender (which judgment shall be final and Lenders harmless from any not subject to review on appeal), that such lossdamages were the result of acts or omissions on the part of Lender, damageas applicable, liability constituting willful misconduct or claimgross negligence.

Nonliability of Lender. Borrower acknowledges and agrees that: (a) Any inspections of any property of Borrower made by or through Administrative Agent or Lenders Lender are for purposes of administration of the Loan Documents only, and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent or Lenders Lender pursuant to the Loan Documents, neither Administrative Agent nor Lenders Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or LendersLender; (c) The relationship between Borrower and Administrative Agent and Lenders Lender is, and shall at all times remain, solely that of borrower and lenderslender; neither Administrative Agent nor Lenders Lender shall not under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any Lender undertakes does not undertake or assumes assume any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with their property or the operations of Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by Lender in connection with such matters is solely for the protection of Lenders Lender and neither Borrower nor any other Person is entitled to rely thereon; and (d) Neither Administrative Agent nor Lenders Lender shall not be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to property caused by the actions, inaction or negligence of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders Lender harmless from any such loss, damage, liability or claim.

Nonliability of Lender. Each Borrower acknowledges and agrees that: (a) Any inspections of any property of any Borrower made by or through Administrative Agent or Lenders Lender are for purposes of administration of the Loan Documents only, and Borrower is Borrowers are not entitled to rely upon the same (whether or not such inspections are at the expense of any Borrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent or Lenders Lender pursuant to the Loan Documents, neither Administrative Agent nor Lenders Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or Lenders;Lender; Adesto Technologies Corporation Credit Agreement (c) The relationship between Borrower Borrowers and Administrative Agent and Lenders Lender is, and shall at all times remain, solely that of borrower and lenderslender; neither Administrative Agent nor Lenders Lender shall not under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with any Borrower or its Affiliates, or to owe any fiduciary duty to any Borrower or its Affiliates; neither Administrative Agent nor any Lender undertakes does not undertake or assumes assume any responsibility or duty to any Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform any Borrower or its Affiliates of any matter in connection with their property or the operations of such Borrower or its Affiliates; each Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by Lender in connection with such matters is solely for the protection of Lenders Lender and neither any Borrower nor any other Person is entitled to rely thereon; and (d) Neither Administrative Agent nor Lenders Lender shall not be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to property caused by the actions, inaction or negligence of any Borrower and/or its Affiliates and each Borrower hereby indemnifies and holds Administrative Agent and Lenders Lender harmless from any such loss, damage, liability or claim.

Nonliability of Lender. Borrower acknowledges and agrees that: (a) Any inspections Inspections of any property Property of Borrower made by or through Administrative Agent or Lenders Lender are for purposes the purpose of administration of the Loan Documents only, Loans only and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent or Lenders Lender pursuant to the Loan Documents, neither Administrative Agent nor Lenders Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or LendersLender; (c) The relationship between Borrower and Administrative Agent and Lenders is, and shall at all times remain, solely that of borrower and lenderslender; neither Administrative Agent nor Lenders Lender shall not under any circumstance be construed to be a partner or joint venturer of Borrower or its Affiliates; Lender shall not under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any Lender undertakes does not undertake or assumes assume any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with their property Property or the operations of Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by Lender in connection with such matters is solely for the protection of Lenders Lender and neither Borrower nor any other Person is entitled to rely thereon; and (d) Neither Administrative Agent nor Lenders Lender shall not be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to property Property caused by the actions, inaction or negligence of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders Lender harmless on the terms set forth in Section 11.11 from any such loss, damage, liability or claim.

Nonliability of Lender. Borrower acknowledges and agrees that: (a) Any inspections of any property of Borrower made by or through Administrative Agent or Lenders are for purposes of administration of the Loan Documents only, and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent or Lenders pursuant to the Loan Documents, neither Administrative Agent nor Lenders shall be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or Lenders; (cA) The relationship between Borrower and Administrative Agent and Lenders is, Lender is and shall at all times remain, remain solely that of borrower and lenders; lender, and Lender neither Administrative Agent undertakes nor Lenders shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any Lender undertakes or assumes any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon approve or inform Borrower or its Affiliates of any matter in connection with their property any of the Initial Construction Work, including matters relating to: (i) the Project Plans and Specifications, (ii) architects, contractors, subcontractors and materialmen, or the operations workmanship of Borrower or its Affiliates; Borrower materials used by any of them, or (iii) the progress of any of the Initial Construction Work and its Affiliates conformity with the Project Plans and Specifications; and Borrower shall rely entirely upon their on its own judgment with respect to such matters; matters and acknowledges that any review, inspection, supervision, exercise of judgment approval or supply of information undertaken or assumed supplied to Borrower by Lender in connection with such matters is solely for the protection of Lenders Lender and that neither Borrower nor any other Person third party is entitled to rely thereon; andon it; (dB) Neither Administrative Agent nor Lenders shall be responsible Notwithstanding any other provision of any Loan Document: (i) Lender is not a partner, joint venturer, alter-ego, manager, controlling person or liable to any Person for any loss, damage, liability other business associate or claim participant of any kind relating of Borrower and Lender does not intend to ever assume any such status; and (ii) Lender shall not be deemed responsible for or a participant in any acts, omissions or decisions of Borrower; (C) Lender shall not be directly or indirectly liable or responsible for any loss or injury of any kind to any person or death property resulting from any construction on, or occupancy or use of, the Mortgaged Property (except to Persons or damage to property the extent proximately caused by the actionsLender’s or Lender’s agent’s, inaction servant’s, employee’s or contractor’s negligence or willful misconduct), whether arising from: (i) any defect in any building, grading, landscaping or other onsite or offsite improvement; (ii) any act or omission of Borrower and/or its Affiliates or any of Borrower’s agents, employees, independent contractors, licensees or invitees; or (iii) any accident on the Property or any fire or other casualty or hazard thereon; and Borrower hereby indemnifies By accepting or approving anything required to be performed or given to Lender under the Loan Documents, Lender shall not be deemed to have warranted or represented the sufficiency or legal effect of the same, and holds Administrative Agent and Lenders harmless from any no such loss, damage, liability acceptance or claimapproval shall constitute a warranty or representation by Lender to anyone.

Nonliability of Lender. Borrower acknowledges and agrees that: (a) Any inspections of any property of Borrower made by or through Administrative Agent or Lenders Lender are for purposes of administration of the Loan Documents only, and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent or Lenders Lender pursuant to the Loan Documents, neither Administrative Agent nor Lenders Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or LendersLender; (c) The relationship between Borrower and Administrative Agent and Lenders Lender is, and shall at all times remain, solely that of borrower and lenderslender; neither Administrative Agent nor Lenders Lender shall not under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any Lender undertakes does not undertake or assumes assume any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with their property or the operations of Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by Lender in connection with such matters is solely for the protection of Lenders Lender and neither Borrower nor any other Person is entitled to rely thereon; and (d) Neither Administrative Agent nor Lenders Lender shall not be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to property caused by the actions, inaction or negligence of Borrower and/or its Affiliates Affiliates, and Borrower hereby indemnifies and holds Administrative Agent and Lenders Lender harmless from any such loss, damage, liability or claimclaim to the extent not caused by the gross negligence or willful misconduct of the Person seeking indemnification.

Nonliability of Lender. Borrower acknowledges and agrees that: (a) Any inspections of any property of Borrower made by or through Administrative Agent or Lenders any Lender are for purposes of administration of the Loan Documents only, and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent or Lenders any Lender pursuant to the Loan Documents, neither Administrative Agent nor Lenders such Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or Lenderssuch Lender; (c) The relationship between Borrower and Administrative Agent and Lenders each Lender is, and shall at all times remain, solely that of borrower and lenderslender; neither Administrative Agent nor Lenders no Lender shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any no Lender undertakes or assumes any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with their property or the operations of Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely upon its or their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by such Lender in connection with such matters is solely for the protection of Lenders such Lender and neither Borrower nor any other Person is entitled to rely thereon; andand Fusion NBS Acquisition Corp. Credit Agreement (d) Neither Administrative Agent nor Lenders No Lender shall be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to property caused by the actions, inaction or negligence of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders Lender harmless from any such loss, damage, liability or claim.

Nonliability of Lender. Borrower Each Loan Party acknowledges and agrees that: (a) Any inspections of any property of Borrower made by or through Administrative Agent or Lenders are for purposes of administration of the Loan Documents only, and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given provided to Administrative Agent or Lenders Lender pursuant to the Loan Documents, neither Administrative Agent nor Lenders including, without limitation, any certificate, financial statement, survey, appraisal or insurance Policy, Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, any term or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent Lender; (b) Lxxxxx neither undertakes nor assumes any responsibility or Lendersduty to any Loan Party to select, review, inspect, supervise, pass judgment upon or inform any Loan Party of any matter in connection with the Property, the other Collateral or the Loan; (c) The relationship between of Borrower and Administrative Agent and Lenders Lender under the Loan Documents is, and shall at all times remain, solely that of borrower and lenders; lender, and Lender neither Administrative Agent undertakes nor Lenders shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any Lender undertakes or assumes any responsibility or duty to Borrower Borrower, any Loan Party or its Affiliates to selectany other Person with respect to the Property, reviewthe other Collateral or the Loan, inspectexcept as expressly provided in the Loan Documents; and, supervisenotwithstanding any other provision of the Loan Documents: (i) Lender is not, pass judgment upon and shall not be construed as, a partner, joint venturer, alter ego, manager, controlling person or inform Borrower other business associate or its Affiliates participant of any matter kind of any Loan Party or any Affiliate of Borrower, and Lxxxxx does not intend to ever assume such status; (ii) Lender’s activities in connection with their property the Loan Documents shall not be “outside the scope of the activities of a lender of money” within the meaning of California Civil Code Section 3434, as amended or recodified from time to time, and Lxxxxx does not intend to ever assume any responsibility to any Person for the operations quality, suitability, safety or condition of Borrower the Property or its Affiliates; Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such mattersany other Collateral; and (iii) Lender shall not be deemed responsible for or a participant in any reviewacts, inspectionomissions or decisions of Borrower, supervision, exercise any Loan Party or any Affiliate of judgment or supply of information undertaken or assumed by Lender in connection with such matters is solely for the protection of Lenders and neither Borrower nor any other Person is entitled to rely thereon; andBorrower; (d) Neither Administrative Agent nor Lenders Lender shall not be directly or indirectly liable or responsible or liable to any Person for any loss, damageclaim, liability cause of action, liability, indebtedness, damage or claim injury of any kind relating or character to injury any Person or death to Persons or damage to property caused by the actions, inaction or negligence of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders harmless arising from any such lossconstruction on, damageor occupancy or use of, liability the Property or claim.any portion thereof, whether caused by, or arising from: (i) any defect in any building, structure, grading, fill, landscaping or other Improvements thereon or in any on-site or off-site improvement or other facility therein or thereon; (ii) any act or omission of any Loan Party, any Affiliate, agent, 144 313271651.15 145 313271651.15 employee, independent contractor, licensee or invitee of any Loan Party; (iii) any accident in, on or around the Property or any portion thereof, or any fire, flood or other casualty or hazard thereon;

Nonliability of Lender. Borrower acknowledges and agrees that: (a) Any inspections of any property of Borrower made by or through Administrative Agent or Lenders are for purposes of administration of the Loan Documents only, and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given provided to Administrative Agent or Lenders Lender pursuant to the Loan Documents, neither Administrative Agent nor Lenders including, without limitation, any certificate, financial statement, survey, appraisal or insurance policy, Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, any term or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or Lenders;Lender; 77 ny-1258385 (cb) The relationship between Borrower and Administrative Agent and Lenders is, and shall at all times remain, solely that of borrower and lenders; Lender neither Administrative Agent undertakes nor Lenders shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any Lender undertakes or assumes any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with their property the Project; (c) the relationship of Borrower and Lender under the Loan Documents is, and shall at all times remain, solely that of borrower and lender, and Lender neither undertakes nor assumes any responsibility or duty to Borrower or to any other Person with respect to the Project or the operations Loan, except as expressly provided in the Loan Documents; and notwithstanding any other provision of the Loan Documents: (i) Lender is not, and shall not be construed as, a partner, joint venturer, alter ego, manager, controlling person or other business associate or participant of any kind of Borrower or its Affiliatesany Affiliate, and Lender does not intend to ever assume such status; Borrower and its Affiliates shall rely entirely upon their own judgment with respect (ii) Lender does not intend to such mattersever assume any responsibility to any Person for the quality, suitability, safety or condition of the Project; and (iii) Lender shall not be deemed responsible for or a participant in any reviewacts, inspection, supervision, exercise omissions or decisions of judgment Borrower or supply of information undertaken or assumed by Lender in connection with such matters is solely for the protection of Lenders and neither Borrower nor any other Person is entitled to rely thereon; andAffiliate; (d) Neither Administrative Agent nor Lenders Lender shall not be directly or indirectly liable or responsible or liable to any Person for any loss, damageclaim, cause of action, liability, indebtedness, damage or injury of any kind or character to any Person or property arising from any construction on, or occupancy or use of, any of the Project, whether caused by, or arising from: (i) any defect in any building, structure, grading, fill, landscaping or other improvements thereon or in any on-site or off-site improvement or other facility therein or thereon; (ii) any act or omission of Borrower, any Affiliates, or any agents, employees, independent contractors, licensees or invitees of Borrower; (iii) any accident in or on any of the Project or any fire, flood or other casualty or hazard thereon; (iv) the failure of Borrower, any of Borrower’s licensees, employees, invitees, agents, independent contractors or other representatives to maintain any of the Project in a safe condition; and (v) any nuisance made or suffered on any part of the Project, except to the extent caused by Lender’s gross negligence or willful misconduct; (e) Borrower shall be solely responsible for all aspects of Borrower’s business and conduct in connection with the Project; (f) In the event that a claim or adjudication is made that Lender or its agents, has acted unreasonably or unreasonably delayed acting in any case where by law or under any Loan Document, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents, shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment. The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment; (g) Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower's transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Lender, (ii) any loss, liability or claim of any kind relating to injury or death to Persons or damage to property delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of government, labor disputes, failures in communications networks, legal constraints or other ny-1258385 events beyond Lender’s control, or (iii) any special, consequential, indirect or punitive damages, whether or not (A) any claim for these damages is based on tort or contract or (B) Lender or Borrower knew or should have known the actionslikelihood of these damages in any situation. Lender makes no representations or warranties other than those expressly made in this Agreement, inaction or negligence of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders harmless from any such loss, damage, liability or claimif any.

Nonliability of Lender. Borrower acknowledges and agrees that: (a) Any inspections of any property of Borrower made by or through Administrative Agent or Lenders Lender are for purposes of administration of the Loan Documents only, and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent or Lenders Lender pursuant to the Loan Documents, neither Administrative Agent nor Lenders Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or LendersLender; (c) The relationship between Borrower and Administrative Agent and Lenders Lender with respect to the Loan Documents is, and shall at all times remain, solely that of borrower and lenderslender; neither Administrative Agent nor Lenders Lender shall not under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any Lender undertakes does not undertake or assumes assume any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with their property or the operations of Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by Lender in connection with such matters is solely for the protection of Lenders Lender and neither Borrower nor any other Person is entitled to rely thereon; and (d) Neither Administrative Agent nor Lenders Lender shall not be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to property caused by the actions, inaction or negligence of Borrower and/or its Affiliates Affiliates, and Borrower hereby indemnifies and holds Administrative Agent and Lenders Lender harmless from any such loss, damage, liability or claimclaim to the extent not caused by the gross negligence or willful misconduct of the Person seeking indemnification.

Nonliability of Lender. Borrower acknowledges and agrees that:: ---------------------- (a1) Any inspections of any property Borrower shall be solely responsible for and shall rely solely on its own judgment with respect to all matters relating to the Collateral or the Project, including the conduct of Borrower and its agents and employees, the feasibility of the Project and the sufficiency of budgets, cost projections and insurance, and Lender does not assume any responsibility to Borrower or any other Person to review, inspect, supervise or approve, or to provide any advice or information with respect to, any such matters; (2) any inspections made by or through Administrative Agent on behalf of Lender, and acceptance, approval or Lenders review by Lender of any Documents, information, conditions or performance or any other action by Lender under any of the Loan Documents, are for purposes of administration of the Loan Documents onlyonly and for the sole protection of Lender, and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent or Lenders pursuant to the Loan Documents, neither Administrative Agent nor Lenders shall be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a representation or warranty by Lender to Borrower or representation to anyone with respect thereto any other Person or be relied upon by Administrative Agent Borrower or Lendersany other Person for any other purpose; (c3) The relationship between Borrower and Administrative Agent and Lenders is, and Lender shall at all times remain, solely that of borrower and lenders; neither Administrative Agent nor Lenders shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any Lender undertakes or assumes any have no responsibility or duty to Borrower liability for any delays in funding caused by any review of Documents, information, conditions or its Affiliates to select, review, inspect, supervise, pass judgment upon performance or inform Borrower or its Affiliates of any matter in connection with their property or the operations of Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed other action by Lender in connection with such matters is solely for any Disbursement or the protection administration of Lenders and neither Borrower nor any other Person is entitled to rely thereonthe Loan; and (d4) Neither Administrative Agent nor Lenders Lender does not owe any duty of care to protect Borrower or any other Person against or to inform Borrower or any other Person of, and Lender shall not be responsible or liable to Borrower or any other Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons persons or damage to property caused by or other loss resulting from, the actions, inaction negligence or negligence any other act or omission of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders harmless from or any such lossother Person or any negligent, damagefaulty, liability inadequate or claimdefective design, building, construction or maintenance or any other condition or the improper application of any Disbursements.

Nonliability of Lender. Borrower acknowledges and agrees that: (a) Any inspections of any property of Borrower the Property or the Separate Property made by or through Administrative Agent or Lenders Lender are for purposes of administration of the Loan Documents only, only and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower)same; (b) By accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent or Lenders Lender pursuant to the Loan Documents, neither Administrative Agent nor Lenders including any certificate, financial statement, insurance policy or other document, Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or Lenders;Lender; and (c) The relationship between Borrower and Administrative Agent and Lenders Lender is, and shall at all times remain, solely that of a borrower and lenderslender; neither Administrative Agent nor Lenders Lender shall not under any circumstance be construed to be a partner or joint venturer of Borrower or its Affiliates; Lender shall not under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any Lender undertakes does not undertake or assumes assume any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with their property the Property, the Separate Property, any Collateral held by Lender or the operations of Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by Lender in connection with such matters is solely for the protection of Lenders Lender and neither Borrower nor any other Person is entitled to rely thereon; and (d) Neither Administrative Agent nor Lenders shall be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to property caused by the actions, inaction or negligence of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders harmless from any such loss, damage, liability or claim.

Nonliability of Lender. Borrower acknowledges The Borrowers acknowledge and agrees agree that:: ---------------------- (a) Any inspections of any property of Borrower Collateral made by or through Administrative Agent or Lenders Lender are for purposes of administration of advances made hereunder only and the Loan Documents only, and Borrower is Borrowers are not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower)same; (b) By accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent or Lenders Lender pursuant to this Agreement or the Loan DocumentsAncillary Agreements, neither Administrative Agent nor Lenders Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or LendersLender; (c) The relationship between each Borrower and Administrative Agent and Lenders Lender is, and shall at all times remain, solely that of a borrower and lenderslender; neither Administrative Agent nor Lenders Lender shall not under any circumstance be construed to be a partner or joint venturer of any Borrower; Lender shall not under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower any Borrower; Lender does not undertake or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any Lender undertakes or assumes assume any responsibility or duty to any Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform such Borrower or its Affiliates of any matter in connection with their its property or the operations of such Borrower; each Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely upon their its own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by Lender in connection with such matters is solely for the protection of Lenders Lender and neither such Borrower nor any other Person is entitled to rely thereon; and (d) Neither Administrative Agent nor Lenders Lender shall not be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to such Persons or damage to property not caused by Lender and caused by the actions, inaction or negligence of any Borrower and/or its Affiliates and each Borrower hereby indemnifies and holds Administrative Agent and Lenders Lender harmless from any such loss, damage, liability or claim.

Nonliability of Lender. Borrower Each Loan Party acknowledges and agrees that: (a) Any inspections of any property of Borrower made by or through Administrative Agent or Lenders are for purposes of administration of the Loan Documents only, and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given provided to Administrative Agent or Lenders Lender pursuant to the Loan Documents, neither Administrative Agent nor Lenders including, without limitation, any certificate, financial statement, survey, appraisal or insurance Policy, Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, any term or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent Lender; (b) Lxxxxx neither undertakes nor assumes any responsibility or Lendersduty to any Loan Party to select, review, inspect, supervise, pass judgment upon or inform any Loan Party of any matter in connection with the Property, the other Collateral or the Loan; (c) The relationship between of Borrower and Administrative Agent and Lenders Lender under the Loan Documents is, and shall at all times remain, solely that of borrower and lenders; lender, and Lender neither Administrative Agent undertakes nor Lenders shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any Lender undertakes or assumes any responsibility or duty to Borrower Borrower, any Loan Party or its Affiliates to selectany other Person with respect to the Property, reviewthe other Collateral or the Loan, inspectexcept as expressly provided in the Loan Documents; and, supervisenotwithstanding any other provision of the Loan Documents: (i) Lender is not, pass judgment upon and shall not be construed as, a partner, joint venturer, alter ego, manager, controlling person or inform Borrower other business associate or its Affiliates participant of any matter kind of any Loan Party or any Affiliate of Borrower, and Lxxxxx does not intend to ever assume such status; (ii) Lender’s activities in connection with their property the Loan Documents shall not be “outside the scope of the activities of a lender of money” within the meaning of California Civil Code Section 3434, as amended or recodified from time to time, and Lxxxxx does not intend to ever assume any responsibility to any Person for the operations quality, suitability, safety or condition of Borrower the Property or its Affiliates; Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such mattersany other Collateral; and (iii) Lender shall not be deemed responsible for or a participant in any reviewacts, inspectionomissions or decisions of Borrower, supervision, exercise any Loan Party or any Affiliate of judgment or supply of information undertaken or assumed by Lender in connection with such matters is solely for the protection of Lenders and neither Borrower nor any other Person is entitled to rely thereon; andBorrower; (d) Neither Administrative Agent nor Lenders Lender shall not be directly or indirectly liable or responsible or liable to any Person for any loss, damageclaim, liability cause of action, liability, indebtedness, damage or claim injury of any kind relating or character to injury any Person or death to Persons or damage to property caused by the actions, inaction or negligence of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders harmless arising from any such lossconstruction on, damageor occupancy or use of, liability the Property or claim.any portion thereof, whether caused by, or arising from: (i) any defect in any building, structure, grading, fill, landscaping or other Improvements thereon or in any on-site or off-site improvement or other facility therein or thereon; (ii) any act or omission of any Loan Party, any Affiliate, agent, 145 313271651.15 146 313271651.15 employee, independent contractor, licensee or invitee of any Loan Party; (iii) any accident in, on or around the Property or any portion thereof, or any fire, flood or other casualty or hazard thereon;

Nonliability of Lender. Borrower acknowledges and agrees that: (a) Any inspections of any property of Borrower Collateral made by or through Administrative Agent or Lenders Lender are for purposes of administration of the Loan Documents only, Line of Credit only and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower)same; (b) By accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent or Lenders Lender pursuant to the Loan Documents, neither Administrative Agent nor Lenders including any certificate, financial statement, insurance policy or other document, Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or LendersLender; (c) The relationship between Borrower and Administrative Agent Lender in connection with this Agreement and Lenders the other Loan Documents is, and shall at all times remain, solely that of a borrower and lenderslender; neither Administrative Agent nor Lenders Lender shall not under any circumstance be construed to be a partner or joint venturer of Borrower; Lender shall not under any circumstances be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its AffiliatesBorrower, or to owe any fiduciary duty to Borrower as a result of the transactions arising under this Agreement and the other Loan Documents; Lender does not undertake or its Affiliates; neither Administrative Agent nor any Lender undertakes or assumes assume any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with their property its property, any collateral held by Lender or the operations of Borrower or its AffiliatesBorrower; Borrower and its Affiliates shall rely entirely upon their its own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by Lender in connection with such matters is solely for the protection of Lenders Lender and neither Borrower nor any other Person person or entity is entitled to rely thereon; and (d) Neither Administrative Agent nor Lenders Lender shall not be responsible or liable to any Person person or entity for any loss, damage, liability or claim of any kind relating to injury or death to Persons persons or damage to property caused by the actions, inaction or negligence of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders Lender harmless from any such loss, damage, liability or claim.

Nonliability of Lender. Borrower acknowledges and agrees that: (a) Any inspections of any property of Borrower made by or through Administrative Agent or Lenders Lender are for purposes of administration of the Loan Documents only, and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent or Lenders Lender pursuant to the Loan Documents, neither Administrative Agent nor Lenders Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or LendersLender; (c) The relationship between Borrower and Administrative Agent and Lenders Lender created by this Agreement is, and shall at all times remain, solely that of borrower and lenderslender; neither Administrative Agent nor Lenders Lender shall not under any 44 circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its AffiliatesAffiliates as a consequence of this Agreement; neither Administrative Agent nor any by virtue of entering into this Agreement, Lender undertakes does not undertake or assumes assume any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with their property or the operations of Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by Lender in connection with this Agreement relative to such matters is solely for the protection of Lenders Lender and neither Borrower nor any other Person is entitled to rely thereon; and (d) Neither Administrative Agent nor Lenders Lender shall not be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to property caused by the actions, inaction or negligence of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders Lender harmless from any such loss, damage, liability or claim.

Nonliability of Lender. Borrower acknowledges and agrees that:: ---------------------- (a) Any any inspections of any property the construction of Borrower the Improvements made by or through Administrative Agent or Lenders Lender are for purposes of administration of the Loan Documents only, only and Borrower is not entitled to rely upon the same (whether with respect to the quality, adequacy or suitability of materials or workmanship, conformity to the Improvement Plans, state of completion or otherwise; Borrower shall make its own inspections of such construction to determine that the quality of the Improvements and all other requirements of such construction are being performed in a manner satisfactory to Borrower and in conformity with the Improvement Plans and all applicable Laws; and Borrower shall immediately notify Lender, in writing, should the same not such inspections are at be in conformity with the expense of Borrower)Improvement Plans and all applicable laws; (b) By by accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent or Lenders Lender pursuant to the Loan Documents, neither Administrative Agent nor Lenders including any certificate, statement of profit and loss or other financial statement, survey, appraisal, lease or insurance policy, Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or LendersBy Lender; (c) The relationship between Borrower and Administrative Agent and Lenders is, and shall at all times remain, solely that of borrower and lenders; Lender neither Administrative Agent undertakes nor Lenders shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any Lender undertakes or assumes any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with their property the Project, including without limitation matters relating to the quality, adequacy or suitability of: (i) the Improvement Plans or any Change Orders, (ii) architects, contractors, subcontractors and material men employed or utilized in connection with the construction of the Improvements, or the operations workmanship of Borrower or its Affiliates; Borrower the materials used by any of them, or (iii) the progress or course of construction and its Affiliates conformity or nonconformity with the Improvement Plans or any Change Orders; and Borrower shall rely entirely upon their its own judgment with respect to such matters; , and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed supplied to Borrower by Lender in connection with such matters is solely for the protection of Lenders Lender only and neither Borrower nor any other Person third party is entitled to rely thereon; (d) Lender owes no duty of care to protect Borrower against negligent, faulty, inadequate or defective building or construction; (e) the relationship of Borrower and Lender under the Loan Documents is, and shall at all times remain, solely that of borrower and lender, and Lender neither undertakes nor assumes any responsibility or duty to Borrower or to any other Person with respect to the Property or Loan, except as expressly provided in the Loan Documents; and notwithstanding any other provision of the Loan Documents: (i) Lender is not, and shall not be construed as, a partner, joint venturer, alter-ego, manager, controlling person or other business associate or participant of any kind of Borrower and Lender does not intend to ever assume such status; (ii) Lender's activities in connection with the Loan Documents shall not be "outside the scope of the activities of a lender of money" under Nevada law, as amended or recodified from time to time, and Lender does not intend to ever assume any responsibility to any Person for the quality, suitability, safety or condition of the Property or Improvements; and (iii) Lender shall not be deemed responsible for or a participant in any acts, omissions or decisions of Borrower; and (df) Neither Administrative Agent nor Lenders Lender shall not be directly or indirectly liable or responsible or liable to any Person for any loss, damageclaim, liability cause of action, liability, indebtedness, damage or claim injury of any kind relating or character to injury any Person or death to Persons property arising from any construction on, or damage to property occupancy or use of, any of the Property, whether caused by the actionsby, inaction or negligence arising from: (i) any defect in any building, structure, grading, fill, landscaping, or other improvements thereon or in any on-site or off-site improvement or other facility therein or thereon; (ii) any act or omission of Borrower and/or its Affiliates or any of Borrower's agents, employees, independent contractors, licensees or invitees; (iii) any accident in or on any of the Property or any fire, flood or other casualty or hazard thereon; (iv) the failure of Borrower, any of Borrower's licensees, employees, invitees, agents, independent contractors or other representatives to maintain any of the Property in a safe condition; and Borrower hereby indemnifies and holds Administrative Agent and Lenders harmless from (v) any such loss, damage, liability nuisance made or claimsuffered on any part of the Property.

Nonliability of Lender. Borrower acknowledges and agrees that: (a) Any inspections of any property of Borrower Collateral made by or through Administrative Agent or Lenders Lender are for purposes of administration of the Loan Documents only, advances made hereunder only and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower)same; (b) By accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent or Lenders Lender pursuant to this Agreement or the Loan DocumentsAncillary Agreements, neither Administrative Agent nor Lenders Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or LendersLender; (c) The relationship between Borrower and Administrative Agent and Lenders Lender is, and shall at all times remain, solely that of a borrower and lenderslender; neither Administrative Agent nor Lenders Lender shall not under any circumstance be construed to be a partner or joint venturer of Borrower; Lender shall not under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower Borrower; Lender does not undertake or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any Lender undertakes or assumes assume any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with their its property or the operations of Borrower or its AffiliatesBorrower; Borrower and its Affiliates shall rely entirely upon their its own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by Lender in connection with such matters is solely for the protection of Lenders Lender and neither Borrower nor any other Person is entitled to rely thereon; and (d) Neither Administrative Agent nor Lenders Lender shall not be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to such Persons or damage to property not caused by Lender and caused by the actions, inaction or negligence of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders Lender harmless from any such loss, damage, liability or claim.

Nonliability of Lender. Borrower acknowledges and agrees that:: ---------------------- (a) Any any inspections of any property of Borrower the Project made by or through Administrative Agent or Lenders Lender are for purposes of administration of the Loan Documents only, only and Borrower is not entitled to rely upon the same (whether with respect to the quality, adequacy or not such inspections are at suitability of materials or workmanship or otherwise; Borrower shall make its own determination of the expense quality of Borrower)the Improvements; (b) By by accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent or Lenders Lender pursuant to the Loan Documents, neither Administrative Agent nor Lenders including any certificate, statement of profit and loss or other financial statement, survey, appraisal, lease or insurance policy, Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or LendersLender; (c) Lender owes no duty of care to protect Borrower against negligent, faulty, inadequate or defective building or construction; (d) The relationship between of Borrower and Administrative Agent and Lenders Lender under the Loan Documents is, and shall at all times remain, solely that of borrower and lenders; neither Administrative Agent nor Lenders shall under any circumstance be deemed to be in a relationship of confidence lender, and Lender does not undertake or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any Lender undertakes or assumes assume any responsibility or duty to Borrower or its Affiliates to selectany other Person with respect to the Collateral or the Loan, reviewexcept as expressly provided in the Loan Documents; and notwithstanding any other provision of the Loan Documents: (i) Lender is not, inspectand shall not be construed as, supervisea partner, pass judgment upon joint venturer, alter ego, manager, controlling person or inform Borrower other business associate or its Affiliates participant of any matter in connection with their property or the operations kind of Borrower or its Affiliatesthe Partners and Lender does not intend to assume such status; Borrower and its Affiliates (ii) Lender shall rely entirely upon their own judgment with respect not be liable for any debts, expenses or losses incurred or sustained by Borrower; (iii) Lender does not intend ever to such mattersassume any responsibility to any Person for the quality, suitability, safety or condition of the Project; and (iv) Lender shall not be deemed responsible for or a participant in any reviewacts, inspection, supervision, exercise omissions or decisions of judgment Borrower or supply of information undertaken or assumed by Lender in connection with such matters is solely for the protection of Lenders and neither Borrower nor any other Person is entitled to rely thereonPartners; and (de) Neither Administrative Agent nor Lenders Lender shall not be directly or indirectly liable or responsible or liable to any Person for any loss, damageclaim, liability cause of action, liability, indebtedness, damage or claim injury of any kind relating or character to injury any Person or death to Persons or damage to property caused by the actions, inaction or negligence of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders harmless arising from any such construction on, or occupancy or use of, the Project, or any portion thereof, including without limitation any loss, damageclaim, liability cause of action, liability, indebtedness, damage or claiminjury caused by, or arising from: (i) any defect in any building, structure, grading, fill, landscaping or other improvements thereon or in any on-site or off-site improvement or other facility therein or thereon; (ii) any act or omission of Borrower, the Partners or any of Borrower's agents, employees, independent contractors, licensees or invitees; (iii) any accident in or on the Property and Improvements or any fire, flood or other casualty or hazard thereon; (iv) the failure of Borrower, any of Borrower's licensees, employees, invitees, agents, independent contractors or other representatives to maintain the Property and Improvements in a safe condition; and (v) any nuisance made or suffered on any part of the Property and Improvements.

Nonliability of Lender. All inspections and other services rendered By the Inspector shall be rendered solely for the protection and benefit of Lender. Borrower acknowledges shall not be entitled to claim any loss for damage against Lender for failure to discharge its duties of inspection properly, nor shall Lender or the Inspector be liable for failure of the contractor or contractors to construct the improvements in strict accordance with the Plans and agrees that: (a) Any inspections Specifications, or for the failure of any property of Borrower made by dealer, contractor, subcontractor, draftsman or through Administrative Agent laborer to deliver the goods or Lenders are for purposes of administration of perform the Loan Documents only, and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower); (b) By accepting or approving anything services required to be observeddelivered or to be performed by them, performednor shall this Agreement be construed to make the Lender liable to materialmen, fulfilled craftsmen, laborers, or given to Administrative Agent others for goods or Lenders pursuant services delivered by them in or upon the Project, or debts or claims accruing to the Loan DocumentsProject against Borrower or any contractor. Lender shall not be liable to materialmen, neither Administrative Agent nor Lenders contractors, subcontractors, laborers, or others, for goods or services delivered or performed by them in or upon the Project or employed in said construction, or for any debts or claims accruing in favor of any such parties or against Borrower or others, or against the Project. Borrower shall not be deemed the agent of Lender for any purpose. Xxxxxx makes no representations and assumes no duties or obligations as to have warranted or represented third parties concerning the sufficiency, legality, effectiveness or legal effect quality of construction by Borrower of the same, Project or the absence therefrom of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or Lenders; (c) The relationship between Borrower and Administrative Agent and Lenders is, and shall at all times remain, solely that of borrower and lenders; neither Administrative Agent nor Lenders shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty defects. Any obligations to Borrower or its Affiliates; neither Administrative Agent nor any Lender undertakes or assumes any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with their property or the operations of Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed and/or Guarantor incurred by Lender in connection with such matters is solely the Loan shall be the exclusive obligation of First Union National Bank. Any officers, directors or shareholders of First Union National Bank shall incur no obligations on an individual basis to Borrower and/or Guarantor and shall not be individually responsible to Borrower and/or Guarantor for the protection of Lenders and neither Borrower nor any other Person is entitled to rely thereon; and (d) Neither Administrative Agent nor Lenders shall be responsible performance or liable to any Person for any loss, damage, liability or claim non-performance of any kind relating to injury or death to Persons or damage to property caused by the actions, inaction or negligence obligations of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders harmless from any such loss, damage, liability or claimFirst Union National Bank.

Nonliability of Lender. Borrower acknowledges and agrees that: (a) Any inspections of any property of Borrower made by or through Administrative Agent or Lenders are for purposes of administration of the Loan Documents only, and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent or Lenders pursuant to the Loan Documents, neither Administrative Agent nor Lenders shall be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or Lenders; (c) The relationship between Borrower and Administrative Agent and Lenders is, Lender is and shall at all times remain, remain solely that of borrower and lenders; lender, and Lender neither Administrative Agent undertakes nor Lenders shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any Lender undertakes or assumes any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon approve or inform Borrower or its Affiliates of any matter in connection with their property the Project, including matters relating to: (i) the Plans, (ii) architects, contractors, subcontractors and materialmen, or the operations workmanship of Borrower or its Affiliates; Borrower materials used by any of them, or (iii) the progress of the Project and its Affiliates conformity with the Plans; and Borrower shall rely entirely upon their on its own judgment with respect to such matters; matters and acknowledges that any review, inspection, supervision, exercise of judgment approval or supply of information undertaken or assumed supplied to Borrower by Lender in connection with such matters is solely for the protection of Lenders Lender and that neither Borrower nor any other Person third party is entitled to rely on it; (b) notwithstanding any other provision of any Loan Document: (i) Lender is not a partner, joint venturer, alter-ego, manager, controlling person or other business associate or participant of any kind of Borrower and Lender does not intend to ever assume any such status; (ii) Lender's activities in connection with the Loan shall not be "outside the scope of the activities of a lender of money" within the meaning of California Civil Code Section 3434, as modified or recodified from time to time, and Lender does not intend to ever assume any responsibility to any Person for the quality or safety of the Property; and (iii) Lender shall not be deemed responsible for or a participant in any acts, omissions or decisions of Borrower; (c) Lender shall not be directly or indirectly liable or responsible for any loss or injury of any kind to any Person or property resulting from any construction on, or occupancy or use of, the Property (except to the extent proximately caused by Lender's or its agents' gross negligence or willful misconduct), whether arising from: (i) any defect in any building, grading, landscaping or other onsite or offsite improvement; (ii) any act or omission of Borrower or any of Borrower's agents, employees, independent contractors, licensees or invitees; or (iii) any accident on the Property or any fire or other casualty or hazard thereon; and (d) Neither Administrative Agent nor Lenders By accepting or approving anything required to be performed or given to Lender under the Loan Documents, including any certificate, financial statement, survey, appraisal or insurance policy, Lender shall not be responsible deemed to have warranted or liable represented the sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a warranty or representation by Lender to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to property caused by the actions, inaction or negligence of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders harmless from any such loss, damage, liability or claimanyone.

Nonliability of Lender. Borrower acknowledges and agrees that: (a) Any inspections of any property of Borrower any Loan Party or any of its Subsidiaries made by or through Administrative Agent or Lenders any Lender are for purposes of administration of the Loan Documents only, and Borrower any Loan Party or any of its Subsidiaries is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent or Lenders any Lender pursuant to the Loan Documents, neither Administrative Agent nor Lenders or any Lender shall be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or Lenderssuch Lender; (c) The relationship between Borrower and Administrative Agent and Lenders each Lender is, and shall at all times remain, solely that of borrower and lenderslender; neither Administrative Agent nor Lenders no Lender shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any no Lender undertakes or assumes any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with their property or the operations of Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely upon its or their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by such Lender in connection with such matters is solely for the protection of Lenders such Lender and neither Borrower nor any other Person is entitled to rely thereon; and (d) Neither Administrative Agent nor Lenders No Lender shall be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to property caused by the actions, inaction or negligence of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders Lender harmless from any such loss, damage, liability or claim.

Nonliability of Lender. Borrower acknowledges The parties hereto agree that, notwithstanding any affiliation that may exist between Pledgor and Lender, the relationship between Pledgor and Lender shall be solely that of a Pledgor and a lender. Lender shall not have any fiduciary responsibilities to Pledgor. Pledgor (i) agrees that Lender shall not have any liability to Pledgor (whether sounding in tort, contract or otherwise) for losses suffered by Pledgor in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by this agreement, the other loan documents or any other agreement entered into in connection herewith or any act, omission or event occurring in connection therewith, unless it is determined by a judgment of a court that is binding on Lender (which judgment shall be final and not subject to review on appeal), that such losses were the result of acts or omissions on the part of Lender constituting gross negligence or willful misconduct and (ii) waives, releases and agrees that: not to xxx upon any claim against Lender (a) Any inspections of any property of Borrower made by whether sounding in tort, contract or through Administrative Agent otherwise), except a claim based upon gross negligence or Lenders willful misconduct. Whether or not such damages are for purposes of administration of the Loan Documents only, related to a claim that is subject to such waiver and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower); (b) By accepting waiver is effective, Lender shall not have any liability with respect to, and Pledgor hereby waives, releases and agrees not to xxx upon any claim for, any special, indirect, consequential or approving anything required to be observedpunitive damages suffered by Pledgor in connection with, performedarising out of, fulfilled or given to Administrative Agent or Lenders pursuant in any way related to the Loan Documentstransactions contemplated or the relationship established by this Agreement, neither Administrative Agent nor Lenders the other loan documents or any other agreement entered into in connection herewith or therewith or any act, omission or event occurring in connection herewith or therewith, unless it is determined by a judgment of a court that is binding on Lender (which judgment shall be deemed final and not subject to have warranted review on appeal), that such damages were the result of acts or represented omissions on the sufficiencypart of Lender, legalityas applicable, effectiveness constituting willful misconduct or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or Lenders; (c) The relationship between Borrower and Administrative Agent and Lenders is, and shall at all times remain, solely that of borrower and lenders; neither Administrative Agent nor Lenders shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any Lender undertakes or assumes any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with their property or the operations of Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by Lender in connection with such matters is solely for the protection of Lenders and neither Borrower nor any other Person is entitled to rely thereon; and (d) Neither Administrative Agent nor Lenders shall be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to property caused by the actions, inaction or negligence of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders harmless from any such loss, damage, liability or claimgross negligence.

Nonliability of Lender. Borrower acknowledges and agrees that: (a) Any inspections of any property of Borrower made by or through Administrative Agent or Lenders are for purposes of administration of the Loan Documents only, and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent or Lenders pursuant to the Loan Documents, neither Administrative Agent nor Lenders shall be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or Lenders; (cA) The relationship between Borrower and Administrative Agent and Lenders is, Lender is and shall at all times remain, remain solely that of borrower and lenders; lender, and Lender neither Administrative Agent undertakes nor Lenders shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any Lender undertakes or assumes any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon approve or inform Borrower or its Affiliates of any matter in connection with their property any of the development, design or Construction, including matters relating to: (i) the Plans and Specifications, (ii) architects, contractors, subcontractors and materialmen, or the operations workmanship of Borrower or its Affiliates; Borrower materials used by any of them, or (iii) the progress of any of the Construction and its Affiliates conformity with the Plans and Specifications; and Borrower shall rely entirely upon their on its own judgment with respect to such matters; matters and acknowledges that any review, inspection, supervision, exercise of judgment approval or supply of information undertaken or assumed supplied to Borrower by Lender in connection with such matters is solely for the protection of Lenders Lender and that neither Borrower nor any other Person third party is entitled to rely on it; (B) Notwithstanding any other provision of any Loan Document: (i) Lender is not a partner, joint venturer, alter-ego, manager, controlling person or other business associate or participant of any kind of Borrower and Lender does not intend to ever assume any such status; and (ii) Lender shall not be deemed responsible for or a participant in any acts, omissions or decisions of Borrower; (C) Lender shall not be directly or indirectly liable or responsible for any loss or injury of any kind to any person or property resulting from any construction on, or occupancy or use of, the Mortgaged Property (except to the extent proximately caused by Lender’s or Lender’s agent’s gross negligence or willful misconduct and/or which arises after Lender or Lender’s agent takes possession or control of the Mortgaged Property by deed-in-lieu, foreclosure, or the exercise of remedies otherwise available to Lender) whether arising from: (i) any defect in any building, grading, landscaping or other onsite or offsite improvement; (ii) any act or omission of Borrower or any of Borrower’s agents, employees, independent contractors, licensees or invitees; or (iii) any accident on the Mortgaged Property or any fire or other casualty or hazard thereon; and (dD) Neither Administrative Agent nor Lenders By accepting or approving anything required to be performed or given to Lender under the Loan Documents, Lender shall not be responsible deemed to have warranted or liable represented the sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a warranty or representation by Lender to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to property caused by the actions, inaction or negligence of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders harmless from any such loss, damage, liability or claimanyone.

Nonliability of Lender. Borrower acknowledges and agrees that: (a) Any inspections of any property of Borrower made by or through Administrative Agent or Lenders any Lender are for purposes of administration of the Loan Documents only, and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent or Lenders any Lender pursuant to the Loan Documents, neither Administrative Agent nor Lenders such Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or Lenderssuch Lender; (c) The relationship between Borrower and Administrative Agent and Lenders each Lender is, and shall at all times remain, solely that of borrower and lenderslender; neither Administrative Agent nor Lenders no Lender shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any no Lender undertakes or assumes any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with their property or the operations of Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely upon its or their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by such Lender in connection with such matters is solely for the protection of Lenders such Lender and neither Borrower nor any other Person is entitled to rely thereon; and (d) Neither Administrative Agent nor Lenders No Lender shall be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to property caused by the actions, inaction or negligence of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders Lender harmless from any such loss, damage, liability or claim.

Nonliability of Lender. Borrower acknowledges and agrees that: (a) Any inspections of any property of Borrower made by or through Administrative Agent or Lenders are for purposes of administration of the Loan Documents only, and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given provided to Administrative Agent or Lenders Lender pursuant to the Loan Documents, neither Administrative Agent nor Lenders including, without limitation, any certificate, financial statement, survey, appraisal or insurance policy, Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, any term or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or LendersLender; (cb) The relationship between Borrower and Administrative Agent and Lenders is, and shall at all times remain, solely that of borrower and lenders; Lender neither Administrative Agent undertakes nor Lenders shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any Lender undertakes or assumes any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with their property the Property; (c) the relationship of Borrower and Lender under the Loan Documents is, and shall at all times remain, solely that of borrower and lender, and Lender neither undertakes nor assumes any responsibility or duty to Borrower or to any other Person with respect to the Property or the operations Loan, except as expressly provided in the Loan Documents; and notwithstanding any other provision of the Loan Documents: (i) Lender is not, and shall not be construed as, a partner, joint venturer, alter ego, manager, controlling person or other business associate or participant of any kind of Borrower or its Affiliatesany Affiliate, and Lender does not intend to ever assume such status; Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by Lender (ii) Lender’s activities in connection with such matters is solely the Loan Documents shall not be “outside the scope of the activities of a lender of money” within the meaning of California Civil Code Section 3434, as amended or recodified from time to time, and Lender does not intend to ever assume any responsibility to any Person for the protection quality, suitability, safety or condition of Lenders the Property; and neither (iii) Lender shall not be deemed responsible for or a participant in any acts, omissions or decisions of Borrower nor or any Affiliate; (d) Lender shall not be directly or indirectly liable or responsible for any loss, claim, cause of action, liability, indebtedness, damage or injury of any kind or character to any Person or property arising from any construction on, or occupancy or use of, any of the Property, whether caused by, or arising from: (i) any defect in any building, structure, grading, fill, landscaping or other Person is entitled improvements thereon or in any on-site or off-site improvement or other facility therein or thereon; (ii) any act or omission of Borrower, any Affiliates, or any agents, employees, independent contractors, licensees or invitees of Borrower; (iii) any accident in or on any of the Property or any fire, flood or other casualty or hazard thereon; (iv) the failure of Borrower, any of Borrower’s licensees, employees, invitees, agents, independent contractors or other representatives to rely thereonmaintain any of the Property in a safe condition; and (v) any nuisance made or suffered on any part of the Property, except to the extent caused by Lender’s gross negligence or willful misconduct; (e) Borrower shall be solely responsible for all aspects of Borrower’s business and conduct in connection with the Property; and (df) Neither Administrative Agent In the event that a claim or adjudication is made that Lender or its agents, has acted unreasonably or unreasonably delayed acting in any case where by law or under any Loan Document, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor Lenders its agents, shall be responsible or liable to any Person for any lossmonetary damages, damage, liability and Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or claim of declaratory judgment. The parties hereto agree that any kind relating action or proceeding to injury or death to Persons or damage to property caused determine whether Lender has acted reasonably shall be determined by the actions, inaction or negligence of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders harmless from any such loss, damage, liability or claiman action seeking declaratory judgment.

Nonliability of Lender. Borrower acknowledges The parties hereto agree that, notwithstanding any affiliation that may exist between Pledgor and Lender, the relationship between Pledgor and Lender shall be solely that of a Pledgor and a lender. Lender shall not have any fiduciary responsibilities to Pledgor. Pledgor (i) agrees that Lender shall not have any liability to Pledgor (whether sounding in tort, contract or otherwise) for losses suffered by Pledgor in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by this agreement, the other loan documents or any other agreement entered into in connection herewith or any act, omission or event occurring in connection therewith, unless it is determined by a judgment of a court that is binding on Lender (which judgment shall be final and not subject to review on appeal), that such losses were the result of acts or omissions on the part of Lender constituting gross negligence or willful misconduct and (ii) waives, releases and agrees that: not to xxx upon any claim against Lender (a) Any inspections of any property of Borrower made by whether sounding in tort, contract or through Administrative Agent otherwise), except a claim based upon gross negligence or Lenders willful misconduct. Whether or not such damages are for purposes of administration of the Loan Documents only, related to a claim that is subject to such waiver and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower); (b) By accepting waiver is effective, Lender shall not have any liability with respect to, and Pledgor hereby waives, releases and agrees not to xxx upon any claim for, any special, indirect, consequential or approving anything required to be observedpunitive damages suffered by Pledgor in connection with, performedarising out of, fulfilled or given to Administrative Agent or Lenders pursuant in any way related to the Loan Documentstransactions contemplated or the relationship established by this Agreement, neither Administrative Agent nor Lenders the other loan documents or any other agreement entered into in connection herewith or therewith or any act, omission or event occurring in connection herewith or therewith, unless it is determined by a judgment of a court that is binding on Lender (which judgment shall be deemed final and not subject to have warranted review on appeal), that such damages were the result of acts or represented omissions on the sufficiencypart of Lender, legalityas applicable, effectiveness constituting willful misconduct or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or Lenders; (c) The relationship between Borrower and Administrative Agent and Lenders is, and shall at all times remain, solely that of borrower and lenders; neither Administrative Agent nor Lenders shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither Administrative Agent nor any Lender undertakes or assumes any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with their property or the operations of Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by Lender in connection with such matters is solely for the protection of Lenders and neither Borrower nor any other Person is entitled to rely thereon; and (d) Neither Administrative Agent nor Lenders shall be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to property caused by the actions, inaction or negligence of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders harmless from any such loss, damage, liability or claimgross negligence.

Nonliability of Lender. Borrower acknowledges and agrees that: (a) Any inspections of any property of Borrower made by or through Administrative Agent or Lenders Lender are for purposes of administration of the Loan Documents only, and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent or Lenders Lender pursuant to the Loan Documents, neither Administrative Agent nor Lenders Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or LendersLender; (c) The relationship between Borrower and Administrative Agent and Lenders Lender created by this Agreement is, and shall at all times remain, solely that of borrower and lenderslender; neither Administrative Agent nor Lenders Lender shall not under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its AffiliatesAffiliates as a consequence of this Agreement; neither Administrative Agent nor any by virtue of entering into this Agreement, Lender undertakes does not undertake or assumes assume any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with their property or the operations of Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by Lender in connection with this Agreement relative to such matters is solely for the protection of Lenders Lender and neither Borrower nor any other Person is entitled to rely thereon; and (d) Neither Administrative Agent nor Lenders Lender shall not be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to property caused by the actions, inaction or negligence of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders Lender harmless from any such loss, damage, liability or claim.