Common use of Nonliability of the Banks Clause in Contracts

Nonliability of the Banks. Borrower and each Co-Borrower acknowledges and agrees that: (a) Any inspections of any Property of Borrower and its Subsidiaries made by or through the Creditors are for purposes of administration of the Loans only and Borrower and its Affiliates are not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower or its Subsidiaries); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to the Creditors pursuant to the Loan Documents, neither the Administrative Agent nor the Banks 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 the Creditors; (c) The relationship between Borrower and the Co-Borrowers and the Creditors is, and shall at all times remain, solely that of borrowers and lenders; neither the Administrative Agent nor the Banks shall under any circumstance be construed to be partners or joint venturers of Borrower or its Affiliates; neither the Administrative Agent nor the Banks shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary or other "special" relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither the Administrative Agent nor the Banks undertake or 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 the Creditors in connection with such matters is solely for the protection of the Creditors and neither Borrower, the Co-Borrowers nor any other Person is entitled to rely thereon; and (d) The Creditors 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 and the Co-Borrowers hereby indemnify and hold the Creditors harmless on the terms set forth in Section 11.11 from any such loss, damage, liability or claim.

Nonliability of the Banks. Borrower and each Co-Borrower acknowledges and agrees that: (a) Any inspections of any Property of Borrower and its Subsidiaries made by or through the Creditors Administrative Agent, the Lead Arranger, the Issuing Bank or the Banks are for purposes of administration of the Loans Loan Documents only and Borrower and its Affiliates are is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower or its Subsidiaries)same; (b) By accepting or approving anything required to be observed, performed, fulfilled or given to the Creditors Administrative Agent, the Issuing Bank or the Banks pursuant to the Loan Documents, neither the Administrative Agent Agent, the Issuing Bank nor the Banks 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 the CreditorsAdministrative Agent, the Issuing Bank or the Banks; (c) The relationship between Borrower and the Co-Borrowers Administrative Agent, the Issuing Bank and the Creditors Banks is, and shall at all times remain, solely that of borrowers a borrower and lenders; neither the Administrative Agent Agent, the Issuing Bank nor the Banks shall under any circumstance be construed to be partners or joint venturers of Borrower or its Affiliates; neither the Administrative Agent Agent, the Issuing Bank nor the Banks shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary or other "special" relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither the Administrative Agent Agent, the Issuing Bank nor the Banks undertake or 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 the Creditors Administrative Agent, the Issuing Bank or the Banks in connection with such matters is solely for the protection of the Creditors Administrative Agent, the Issuing Bank and the Banks and neither Borrower, the Co-Borrowers Borrower nor any other Person is entitled to rely thereon; and (d) The Creditors Administrative Agent, the Issuing Bank and the Banks 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 or other loss, damage, liability or claim caused by the actions, inaction or negligence of Borrower and/or its Affiliates and Borrower hereby indemnifies and holds the Administrative Agent, the Issuing Bank and the Co-Borrowers hereby indemnify and hold the Creditors Banks harmless on the terms set forth in Section 11.11 from any such loss, damage, liability or claim.

Nonliability of the Banks. Borrower and each Co-Borrower acknowledges and agrees that: (a) Any inspections of any Property of Borrower and its Subsidiaries made by or through the Creditors Administrative Agent or the Banks are for purposes of administration of the Loans Extensions of Credit only and Borrower and its Affiliates are is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower or its SubsidiariesBorrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to the Creditors Administrative Agent or the Banks pursuant to the Loan Documents, neither the Administrative Agent nor the Banks 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 the CreditorsAdministrative Agent or the Banks; (c) The relationship between Borrower and the Co-Borrowers Administrative Agent and the Creditors Banks is, and shall at all times remain, solely that of borrowers and lenders; neither the Administrative Agent nor the Banks shall under any circumstance be construed to be partners or joint venturers of Borrower or its Affiliates; neither the Administrative Agent nor the Banks shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary or other "special" relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither the Administrative Agent nor the Banks undertake or 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 the Creditors Administrative Agent or the Banks in connection with such matters is solely for the protection of the Creditors Administrative Agent and the Banks and neither Borrower, the Co-Borrowers Borrower nor any other Person is entitled to rely thereon; and (d) The Creditors Administrative Agent and the Banks 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 the Administrative Agent and the Co-Borrowers hereby indemnify and hold the Creditors Banks harmless on the terms set forth in Section 11.11 from any such loss, damage, liability or claim.

Nonliability of the Banks. Borrower and each Co-Borrower acknowledges and agrees that: (a) Any inspections of any Property of Borrower and its Subsidiaries or any other Loan Party made by or through the Creditors Administrative Agent or the Banks are for purposes of administration of the Loans Loan only and Borrower and its Affiliates such other Loan Parties are not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower or its SubsidiariesBorrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to the Creditors Administrative Agent or the Banks pursuant to the Loan Documents, neither the Administrative Agent nor the Banks 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 the CreditorsAdministrative Agent or the Banks; (c) The relationship between Borrower and the Co-Borrowers Administrative Agent and the Creditors Banks is, and shall at all times remain, solely that of borrowers and lenders; neither the Administrative Agent nor the Banks shall under any circumstance be construed to be partners or joint venturers of Borrower or its Affiliates; any other member of the Consolidated Group, neither the Administrative Agent nor the Banks shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary or other "special" relationship with Borrower or its Affiliatesany other member of the Consolidated Group, or to owe any fiduciary duty to Borrower or its Affiliatesany other member of the Consolidated Group; neither the Administrative Agent nor the Banks undertake or assume any responsibility or duty to Borrower or its Affiliates any other member of the Consolidated Group, to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates any other member of the Consolidated Group, of any matter in connection with their Property or the operations of Borrower or its Affiliatesany other member of the Consolidated Group; Borrower and its Affiliates such other members 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 the Creditors Administrative Agent or the Banks in connection with such matters is solely for the protection of the Creditors Administrative Agent and the Banks and neither Borrower, the Co-Borrowers Borrower nor any other Person is entitled to rely thereon; and (d) The Creditors Administrative Agent and the Banks 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 any other member of the Consolidated Group, and Borrower hereby indemnifies and holds the Administrative Agent and the Co-Borrowers hereby indemnify and hold the Creditors Banks harmless on the terms set forth in Section 11.11 from any such loss, damage, liability or claim.

Nonliability of the Banks. Borrower and each Co-Borrower acknowledges and agrees that: (a) Any inspections of any Property property of Borrower and its Subsidiaries made by or through the Creditors Administrative Agent or the Banks are for purposes of administration of the Loans Loan only and Borrower and its Affiliates are is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower or its SubsidiariesBorrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to the Creditors Administrative Agent or the Banks pursuant to the Loan Documents, neither the (Credit Agreement) 72 79 Administrative Agent nor the Banks 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 the CreditorsAdministrative Agent or the Banks; (c) The relationship between Borrower and the Co-Borrowers Administrative Agent and the Creditors Banks is, and shall at all times remain, solely that of borrowers Borrower and lenders; neither the Administrative Agent nor the Banks shall under any circumstance be construed to be partners or joint venturers of Borrower or its their Affiliates; neither the Administrative Agent nor the Banks shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary or other "special" relationship with Borrower or its their Affiliates, or to owe any fiduciary duty to Borrower or its their Affiliates; neither the Administrative Agent nor the Banks undertake or assume any responsibility or duty to Borrower or its their Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its their Affiliates of any matter in connection with their Property property or the operations of Borrower or its their Affiliates; Borrower and its their 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 the Creditors Administrative Agent or the Banks in connection with such matters is solely for the protection of the Creditors Administrative Agent and the Banks and neither Borrower, the Co-Borrowers Borrower nor any other Person is entitled to rely thereon; and (d) The Creditors Administrative Agent and the Banks 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 the Administrative Agent and the Co-Borrowers hereby indemnify and hold the Creditors Banks harmless on the terms set forth in Section 11.11 from any such loss, damage, liability or claim.

Nonliability of the Banks. Borrower and each Co-Borrower acknowledges and agrees that: (a) Any inspections of any Property property of Borrower and its Subsidiaries made by or through the Creditors Agent or the Banks are for purposes of administration of the Loans Loan only and Borrower and its Affiliates are is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower or its SubsidiariesBorrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to the Creditors Agent or the Banks pursuant to the Loan Documents, neither the Administrative Agent nor the Banks 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 the CreditorsAgent or the Banks; (c) The relationship between Borrower and the Co-Borrowers Agent and the Creditors Banks is, and shall at all times remain, solely that of borrowers Borrower and lenders; neither the Administrative Agent nor the Banks shall under any circumstance be construed to be partners or joint venturers of Borrower or its their Affiliates; neither the Administrative Agent nor the Banks shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary or other "special" relationship with Borrower or its their Affiliates, or to owe any fiduciary duty to Borrower or its their Affiliates; neither the Administrative Agent nor the Banks undertake or assume any responsibility or duty to Borrower or its their Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its their Affiliates of any matter in connection with their Property property or the operations of Borrower or its their Affiliates; Borrower and its their 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 the Creditors Agent or the Banks in connection with such matters is solely for the protection of the Creditors Agent and the Banks and neither Borrower, the Co-Borrowers Borrower nor any other Person is entitled to rely thereon; and (d) The Creditors Agent and the Banks 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 and the Co-Borrowers hereby indemnify and hold the Creditors Agent and the Banks harmless on the terms set forth in Section 11.11 from any such loss, damage, liability or claim.

Nonliability of the Banks. Borrower and each Co-Borrower ------------------------- acknowledges and agrees that: (a) Any inspections of any Property of Borrower and its Subsidiaries made by or through the Creditors are for purposes of administration of the Loans only and Borrower and its Affiliates are not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower or its Subsidiaries); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to the Creditors pursuant to the Loan Documents, neither the Administrative Agent nor the Banks 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 the Creditors; (c) The relationship between Borrower and the Co-Borrowers and the Creditors is, and shall at all times remain, solely that of borrowers and lenders; neither the Administrative Agent nor the Banks shall under any circumstance be construed to be partners or joint venturers of Borrower or its Affiliates; neither the Administrative Agent nor the Banks shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary or other "special" relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither the Administrative Agent nor the Banks undertake or 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 the Creditors in connection with such matters is solely for the protection of the Creditors and neither Borrower, the Co-Co- Borrowers nor any other Person is entitled to rely thereon; and (d) The Creditors 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 and the Co-Borrowers hereby indemnify and hold the Creditors harmless on the terms set forth in Section 11.11 from any such loss, damage, liability or claim.

Nonliability of the Banks. Borrower Borrowers acknowledge and each Co-Borrower acknowledges and agrees agree that: (a) Any inspections of any Property of Borrower and its Subsidiaries Borrowers made by or through the Creditors Administrative Agent or the Banks are for purposes of administration of the Loans Loan only and Borrower and its Affiliates Borrowers are not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower or its SubsidiariesBorrowers); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to the Creditors Administrative Agent or the Banks pursuant to the Loan Documents, neither the Administrative Agent nor the Banks 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 the CreditorsAdministrative Agent or the Banks; (c) The relationship between Borrower and the Co-Borrowers and the Creditors Administrative Agent and the Banks is, and shall at all times remain, solely that of borrowers and lenders; neither the Administrative Agent nor the Banks shall under any circumstance be construed to be partners or joint venturers of Borrower Borrowers or its their Affiliates; neither the Administrative Agent nor the Banks shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary or other "special" relationship with Borrower Borrowers or its their Affiliates, or to owe any fiduciary duty to Borrower Borrowers or its their Affiliates; neither the Administrative Agent nor the Banks undertake or assume any responsibility or duty to Borrower Borrowers or its their Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower Borrowers or its their Affiliates of any matter in connection with their Property or the operations of Borrower Borrowers or its their Affiliates; Borrower Borrowers and its their 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 the Creditors Administrative Agent or the Banks in connection with such matters is solely for the protection of the Creditors Administrative Agent and the Banks and neither Borrower, the Co-Borrowers nor any other Person is entitled to rely thereon; and (d) The Creditors Administrative Agent and the Banks 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 Borrowers and/or its Affiliates and Borrower and the Co-Borrowers hereby indemnify and hold the Creditors Administrative Agent and the Banks harmless on the terms set forth in Section 11.11 from any such loss, damage, liability or claim.

Nonliability of the Banks. Borrower and each Co-Borrower ------------------------- acknowledges and agrees that: (a) Any inspections of any Property of Borrower and its Subsidiaries made by or through the Creditors are for purposes of administration of the Loans only and Borrower and its Affiliates are not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower or its Subsidiaries); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to the Creditors pursuant to the Loan Documents, neither the Administrative Agent nor the Banks 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 the Creditors; (c) The relationship between Borrower and the Co-Borrowers and the Creditors is, and shall at all times remain, solely that of borrowers and lenders; neither the Administrative Agent nor the Banks shall under any circumstance be construed to be partners or joint venturers of Borrower or its Affiliates; neither the Administrative Agent nor the Banks shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary or other "special" relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither the Administrative Agent nor the Banks undertake or 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 the Creditors in connection with such matters is solely for the protection of the Creditors and neither Borrower, the Co-Co- Borrowers nor any other Person is entitled to rely thereon; and (d) The Creditors 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 and the Co-Borrowers hereby indemnify and hold the Creditors harmless on the terms set forth in Section 11.11 from any such loss, damage, liability or claim.

Nonliability of the Banks. Borrower and each Co-Borrower ------------------------- acknowledges and agrees that: (a) Any inspections of any Property of Borrower and its Subsidiaries made by or through the Creditors are for purposes of administration of the Loans and Letters of Credit only and Borrower and its Affiliates are not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower or its Subsidiaries); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to the Creditors pursuant to the Loan Documents, neither the Administrative Agent nor the Banks 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 the Creditors; (c) The relationship between Borrower and the Co-Borrowers and the Creditors is, and shall at all times remain, solely that of borrowers and lenders; neither the Administrative Agent nor the Banks shall under any circumstance be construed to be partners or joint venturers of Borrower or its Affiliates; neither the Administrative Agent nor the Banks shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary or other "special" relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither the Administrative Agent nor the Banks undertake or 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 the Creditors in connection with such matters is solely for the protection of the Creditors and neither Borrower, the Co-Co- Borrowers nor any other Person is entitled to rely thereon; and (d) The Creditors 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 and the Co-Co- Borrowers hereby indemnify and hold the Creditors harmless on the terms set forth in Section 11.11 from any such loss, damage, liability or claim.

Nonliability of the Banks. Borrower and each Co-Borrower ------------------------- acknowledges and agrees that: (a) Any inspections of any Property of Borrower and its Subsidiaries made by or through the Creditors are for purposes of administration of the Loans and Letters of Credit only and Borrower and its Affiliates are not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower or its Subsidiaries); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to the Creditors pursuant to the Loan Documents, neither the Administrative Agent nor the Banks 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 the Creditors; (c) The relationship between Borrower and the Co-Borrowers and the Creditors is, and shall at all times remain, solely that of borrowers and lenders; neither the Administrative Agent nor the Banks shall under any circumstance be construed to be partners or joint venturers of Borrower or its Affiliates; neither the Administrative Agent nor the Banks shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary or other "special" relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither the Administrative Agent nor the Banks undertake or 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 the Creditors in connection with such matters is solely for the protection of the Creditors and neither Borrower, the Co-Co- Borrowers nor any other Person is entitled to rely thereon; and (d) The Creditors 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 and the Co-Borrowers hereby indemnify and hold the Creditors harmless on the terms set forth in Section 11.11 from any such loss, damage, liability or claim.

Nonliability of the Banks. Borrower and each Co-Borrower acknowledges and agrees that: (a) Any inspections of any Property of Borrower and its Subsidiaries made by or through the Creditors Administrative Agent or the Banks are for purposes of administration of the Loans Loan only and Borrower and its Affiliates are is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower or its SubsidiariesBorrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to the Creditors Administrative Agent or the Banks pursuant to the Loan Documents, neither the Administrative Agent nor the Banks 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 the CreditorsAdministrative Agent or the Banks; (c) The relationship between Borrower and the Co-Borrowers Administrative Agent and the Creditors Banks is, and shall at all times remain, solely that of borrowers and lenders; neither the Administrative Agent nor the Banks shall under any circumstance be construed to be partners or joint venturers of Borrower or its Affiliates; neither the Administrative Agent nor the Banks shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary or other "special" relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither the Administrative Agent nor the Banks undertake or 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 Affiliates; Borrower and its their 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 the Creditors Administrative Agent or the Banks in connection with such matters is solely for the protection of the Creditors Administrative Agent and the Banks and neither Borrower, the Co-Borrowers Borrower nor any other Person is entitled to rely thereon; and (d) The Creditors Administrative Agent and the Banks 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 the Administrative Agent and the Co-Borrowers hereby indemnify and hold the Creditors Banks harmless on the terms set forth in Section 11.11 from any such loss, damage, liability or claim.

Nonliability of the Banks. Borrower and each Co-Borrower acknowledges and agrees that: (a) Any inspections of any Property of Borrower and its Subsidiaries made by or through the Creditors Administrative Agent or the Banks are for purposes of administration of the Loans Loan only and Borrower and its Affiliates are is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower or its SubsidiariesBorrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to the Creditors Administrative Agent or the Banks pursuant to the Loan Documents, neither the Administrative Agent nor the Banks 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 the CreditorsAdministrative Agent or the Banks; (c) The relationship between Borrower and the Co-Borrowers Administrative Agent and the Creditors Banks is, and shall at all times remain, solely that of borrowers and lenders; neither the Administrative Agent nor the Banks shall under any circumstance be construed to be partners or joint venturers of Borrower or its Affiliates; neither the Administrative Agent nor the Banks shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary or other "special" relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither the Administrative Agent nor the Banks undertake or 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 the Creditors Administrative Agent or the Banks in connection with such matters is solely for the protection of the Creditors Administrative Agent and the Banks and neither Borrower, the Co-Borrowers Borrower nor any other Person is entitled to rely thereon; and (d) The Creditors Administrative Agent and the Banks 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 and the Co-Borrowers hereby indemnify and hold the Creditors Administrative Agent and the Banks harmless on the terms set forth in Section 11.11 from any such loss, damage, liability or claim.

Nonliability of the Banks. Borrower and each Co-Borrower acknowledges and agrees that: (a) Any inspections of any Property of Borrower and its Subsidiaries made by or through the Creditors Agent or the Banks are for purposes of administration of the Loans Loan only and Borrower and its Affiliates are is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower or its SubsidiariesBorrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to the Creditors Agent or the Banks pursuant to the Loan Documents, neither the Administrative Agent nor the Banks 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 the CreditorsAgent or the Banks; (c) The relationship between Borrower and the Co-Borrowers Agent and the Creditors Banks is, and shall at all times remain, solely that of borrowers borrower and lenders; neither the Administrative Agent nor the Banks shall under any circumstance be construed to be partners or joint venturers of Borrower or its Affiliates; neither the Administrative Agent nor the Banks shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary or other "special" relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither the Administrative Agent nor the Banks undertake or 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 the Creditors Agent or the Banks in connection with such matters is solely for the protection of the Creditors Agent and the Banks and neither Borrower, the Co-Borrowers Borrower nor any other Person is entitled to rely thereon; and (d) The Creditors Agent and the Banks 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 the Agent and the Co-Borrowers hereby indemnify and hold the Creditors Banks harmless on the terms set forth in Section 11.11 from any such loss, damage, liability or claim.

Nonliability of the Banks. Borrower and each Co-Borrower acknowledges and agrees ------------------------- that: (a) Any inspections of any Property of Borrower and its Subsidiaries made by or through the Creditors Managing Agent or the Banks are for purposes of administration of the Loans Loan only and Borrower and its Affiliates are is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower or its SubsidiariesBorrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to the Creditors Managing Agent or the Banks pursuant to the Loan Documents, Documents neither the Administrative Managing Agent nor the Banks 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 the CreditorsManaging Agent or the Banks; (c) The relationship between Borrower and the Co-Borrowers Managing Agent and the Creditors Banks is, and shall at all times remain, solely that of borrowers borrower and lenders; neither the Administrative Managing Agent nor the Banks shall under any circumstance be construed to be partners or joint venturers of Borrower or its Affiliates; neither the Administrative Managing Agent nor the Banks shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary or other "special" relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither the Administrative Managing Agent nor the Banks undertake or 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 the Creditors Managing Agent or the Banks in connection with such matters is solely for the protection of the Creditors Managing Agent and the Banks and neither Borrower, the Co-Borrowers Borrower nor any other Person is entitled to rely thereon; and (d) The Creditors Managing Agent and the Banks 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 and the Co-Borrowers hereby indemnify indemnifies and hold the Creditors Managing Agent and the Banks harmless on the terms set forth in Section 11.11 12.11 from any such loss, ----- damage, liability or claim.

Nonliability of the Banks. Borrower and each Co-Borrower acknowledges and agrees that: (a) Any inspections of any Property of Borrower and its Subsidiaries made by or through the Creditors Administrative Agent or the Banks are for purposes of administration of the Loans Loan only and Borrower and its Affiliates are is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower or its SubsidiariesBorrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to the Creditors Administrative Agent or the Banks pursuant to the Loan Documents, neither the Administrative Agent nor the Banks 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 the CreditorsAdministrative Agent or the Banks; (c) The relationship between Borrower Borrower, on the one hand, and the Co-Borrowers Administrative Agent, the Lead Arranger and Sole Book Manager and/ or any of the Creditors Banks, on the other, is, and shall at all times remain, solely that of borrowers a borrower and lenders; neither the Administrative Agent Agent, the Lead Arranger and Sole Book Manager nor the Banks shall under any circumstance be construed to be partners or joint venturers of Borrower or its Affiliates; neither the Administrative Agent Agent, the Lead Arranger and Sole Book Manager nor the Banks shall under any circumstance be deemed to be in a relationship of confidence (other than as specified in Section 11.22) or trust or a fiduciary or other "special" relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither the Administrative Agent Agent, the Lead Arranger and Sole Book Manager nor the Banks undertake or 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 the Creditors Administrative Agent, the Lead Arranger and Sole Book Manager or the Banks in connection with such matters is solely for the protection of the Creditors Administrative Agent, the Lead Arranger and Sole Book Manager and the Banks and neither Borrower, the Co-Borrowers Borrower nor any other Person is entitled to rely thereon; and (d) The Creditors Neither the Administrative Agent, the Lead Arranger and Sole Book Manager nor the Banks 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 and/ or its Affiliates and Borrower hereby indemnifies and holds the Administrative Agent, the Lead Arranger and Sole Book Manager and the Co-Borrowers hereby indemnify and hold the Creditors Banks harmless on the terms set forth in Section 11.11 from any such loss, damage, liability or claim.

Nonliability of the Banks. Borrower and each Co-Borrower acknowledges and agrees that: : (a) Any inspections of any Property of Borrower and its Subsidiaries made by or through the Creditors are solely for purposes of administration of the Loans only this Agreement and Borrower and its Affiliates are is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower or its SubsidiariesBorrower); ; (b) By accepting accepting, furnishing or approving anything required to be observed, performed, fulfilled or given to the Creditors pursuant to the Loan Documents, neither none of the Administrative Agent nor the Banks Creditors 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 acceptance, furnishing or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by the Creditors; ; (c) The relationship between Borrower and the Co-Borrowers and the Creditors is, and shall at all times remain, solely that of borrowers a borrower and lenders; neither none of the Administrative Agent nor the Banks Creditors shall under any circumstance be construed to be partners or joint venturers of Borrower or its Affiliates; neither none of the Administrative Agent nor the Banks Creditors shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary or other "special" relationship rela- tionship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither none of the Administrative Agent nor the Banks undertake Creditors undertakes or assume 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 the Creditors in connection with such matters is solely for the protection of the Creditors and neither Borrower, the Co-Borrowers Borrower nor any other Person is entitled to rely thereon; and (d) The Creditors 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 and the Co-Borrowers hereby indemnify and hold the Creditors harmless on the terms set forth in Section 11.11 from any such loss, damage, liability or claim.

Nonliability of the Banks. Borrower and each Co-Borrower acknowledges acknowl- edges and agrees that: (a) Any inspections of any Property of Borrower and its Subsidiaries made by or through the Creditors Agents or the Banks are for purposes of administration of the Loans Loan only and Borrower and its Affiliates are is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower or its SubsidiariesBorrower); (b) By accepting or approving anything required to be observed, performed, fulfilled or given to the Creditors Agents or the Banks pursuant to the Loan Documents, neither the Administrative Agent Agents nor the Banks 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 the CreditorsAgents or the Banks; (c) The relationship between Borrower and the Co-Borrowers Agents and the Creditors Banks is, and shall at all times remain, solely that of borrowers a borrower and lenders; neither the Administrative Agent Agents nor the Banks shall under any circumstance be construed to be partners or joint venturers of Borrower or its Affiliates; neither the Administrative Agent Agents nor the Banks shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary or other "special" relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither the Administrative Agent Agents nor the Banks undertake or 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 connec- tion 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 the Creditors Agents or the Banks in connection with such matters is solely for the protection of the Creditors Agents and the Banks and neither Borrower, the Co-Borrowers Borrower nor any other Person is entitled to rely thereon; and (d) The Creditors Agents and the Banks shall not be responsible respon- sible or liable to any Person for any loss, damage, liability lia- bility 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 the Agents and the Co-Borrowers hereby indemnify and hold the Creditors Banks harmless on the terms set forth in Section 11.11 from any such loss, damage, liability or claim.

Nonliability of the Banks. Borrower and each Co-Borrower acknowledges and agrees that: : (a) Any inspections of any Property of Borrower and its Subsidiaries made by or through the Creditors are solely for purposes of administration of the Loans only this Agreement and Borrower and its Affiliates are is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower or its SubsidiariesBorrower); ; (b) By accepting accepting, furnishing or approving anything required to be observed, performed, fulfilled or given to the Creditors pursuant to the Loan Documents, neither none of the Administrative Agent nor the Banks Creditors 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 acceptance, furnishing or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by the Creditors; ; (c) The relationship between Borrower and the Co-Borrowers and the Creditors is, and shall at all times remain, solely that of borrowers a borrower and lenders; neither none of the Administrative Agent nor the Banks Creditors shall under any circumstance be construed to be partners or joint venturers of Borrower or its Affiliates; neither none of the Administrative Agent nor the Banks Creditors shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary or other "special" relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither none of the Administrative Agent nor the Banks undertake Creditors undertakes or assume 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 the Creditors in connection with such matters is solely for the protection of the Creditors and neither Borrower, the Co-Borrowers Borrower nor any other Person is entitled to rely thereon; and and (d) The Creditors 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 the Co-Borrowers hereby indemnify and hold holds the Creditors harmless on the terms set forth in Section 11.11 from any such loss, damage, liability or claim.

Nonliability of the Banks. Borrower and each Co-Borrower acknowledges and ------------------------- agrees that: (a) Any inspections of any Property of Borrower and its Subsidiaries made by or through the Creditors are for purposes of administration of the Loans Loan only and Borrower and its Affiliates are is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower or its SubsidiariesBorrower); ; (b) By accepting or approving anything required to be observed, performed, fulfilled or given to the Creditors pursuant to the Loan Documents, neither the Administrative Agent nor the Banks 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 the Creditors; ; (c) The relationship between Borrower and the Co-Borrowers and the Creditors is, and shall at all times remain, solely that of borrowers borrower and lenders; neither the Administrative Agent nor the Banks shall under any circumstance be construed to be partners or joint venturers of Borrower or its Affiliates; neither the Administrative Agent nor the Banks shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary or other "special" relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither the Administrative Agent nor the Banks undertake or 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 the Creditors in connection with such matters is solely for the protection of the Creditors and neither Borrower, the Co-Borrowers Borrower nor any other Person is entitled to rely thereon; and (d) The Creditors 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 and the Co-Borrowers hereby indemnify and hold the Creditors harmless on the terms set forth in Section 11.11 from any such loss, damage, liability or claim.