Independent Relationship. Nothing herein contained shall be deemed to create an employment, agency, joint venture or partnership relationship between the Parties hereto or any of their agents or employees, or any other legal arrangement that would impose liability upon one Party for the act or failure to act of the other Party. Neither Party shall have any power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other Party, or to bind the other Party in any respect whatsoever.

7.1Consultant’s relationship with Client is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, principal/agency, joint venture or employment relationship between Client and any of Consultant’s employees or agents, or to create any relationship whatsoever between a client, parent, or affiliate of Client except as an indirect subcontractor acting for such parties pursuant to the terms of this Agreement and one or more agreements for services between the Client and such parties. Consultant is not authorized to make any representation, contract or commitment on behalf of Client, or any client, affiliate or parent of Client unless a specific, written authorization to do so has been provided in advance by representatives of Client. Consultant’s employees will not be entitled to any of the benefits that Client may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Consultant shall be responsible for paying all employment insurance premiums, pension plan contributions, income tax remittances, and any other taxes, premiums, contributions or charges, statutory or otherwise, in respect of the provision of the Services hereunder. Consultant is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, Provincial or local tax authority with respect to the performance of Services and receipt of fees under this Agreement. Consultant is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing Services under this Agreement. No part of Consultant’s compensation will be subject to withholding by Client for the payment of any employment insurance premiums, CPP, social security, provincial federal, state or any other employee payroll taxes. Client will regularly report amounts paid to Consultant by filing Form I 099-MISC with the Internal Revenue Service and/or any applicable filings with the Canada Revenue Agency as required by law. If, notwithstanding the foregoing, Consultant is reclassified as an employee of Client, or any client, affiliate or parent of Client, by the Canada Revenue Agency, the Employment Standards Branch or Tribunal, the U.S. Internal Revenue Service, the U.S. Department of Labor, or any other federal or state or foreign agency as the result of any administrative or judicial proceeding (such event a “Reclassification”), Consultant agrees that Consultant will not, as the result of Reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by Client, or such client, affiliate or parent of Client.

The relationship between the Company and the Executive is that of employer and employee and is fiduciary in nature.

Relationship. Each Loan Party agrees that the relationship between Administrative Agent and Borrowers and between each Lender and Borrowers is that of creditor and debtor and not that of partners or joint venturers. This Agreement does not constitute a partnership agreement, or any other association between Administrative Agent and any Loan Party or between any Lender and any Loan Party. Each Loan Party acknowledges that Administrative Agent and each Lender has acted at all times only as a creditor to Borrowers within the normal and usual scope of the activities normally undertaken by a creditor and in no event has Administrative Agent or any Lender attempted to exercise any control over any Loan Party or its business or affairs. Each Loan Party further acknowledges that Administrative Agent and each Lender has not taken or failed to take any action under or in connection with its respective rights under the Credit Agreement or any of the other Loan Documents that in any way or to any extent has interfered with or adversely affected such Loan Parties' ownership of Collateral.

Relationship. The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an arm’s-length contract.

Relationship. Nothing contained in this Lease shall be construed as creating any relationship between Landlord and Tenant other than that of landlord and tenant, and no other estate shall pass out of Landlord. Tenant shall not use the name of the Building for any purpose other than as the address of the business to be conducted by Tenant in the Premises, use the name of the Building as Tenant’s business address after Tenant vacates the Premises, or do or permit to be done anything in connection with Tenant’s business or advertising which in the reasonable judgment of Landlord could reasonably be expected to confuse or mislead the public as to any apparent connection or relationship between Landlord, the Building and Tenant.

Relationship. The Company and the Advisor are not partners or joint venturers with each other, and nothing in this Agreement shall be construed to make them such partners or joint venturers. Nothing herein contained shall prevent the Advisor from engaging in other activities, including the rendering of advice to other Persons (including other REITs) and the management of other programs advised, sponsored or organized by the Advisor or its Affiliates. Nor shall this Agreement limit or restrict the right of any manager, director, officer, employee or equityholder of the Advisor or its Affiliates to engage in any other business or to render services of any kind to any other Person. The Advisor may, with respect to any investment in which the Company is a participant, also render advice and service to each and every other participant therein. The Advisor shall promptly disclose to the Board the existence of any condition or circumstance, existing or anticipated, of which it has knowledge, that creates or could create a conflict of interest between the Advisor’s obligations to the Company and its obligations to or its interest in any other Person.

Obligations Independent. The obligations of the ​ hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations and the obligations of any other ​, and a separate action may be brought against the ​ to enforce this Guaranty whether or not any Borrower or any other person or entity is joined as a party.

Independent Agreements. The parties hereto agree that the foregoing restrictive covenants set forth herein are essential elements of this Agreement, and that, but for the agreement of Employee to comply with such covenants, Employer would not have agreed to enter into this Agreement. Such covenants by Employee shall be construed as agreements independent of any other provision in this Agreement. The existence of any claim or cause of action of Employee against Employer, whether predicated on this Agreement, or otherwise, shall not constitute a defense to the enforcement by Employer of such covenants. Notwithstanding the foregoing, Employee’s

It is the express intention of the parties that Advisor is an independent contractor. Nothing in this Agreement shall in any way be construed to constitute Advisor as an agent, employee or representative of the Company, but Advisor shall perform the Services hereunder as an independent contractor. Advisor agrees to furnish (or reimburse the Company for) all tools and materials necessary to accomplish this contract, and shall incur all expenses associated with performance, except as expressly agreed upon by the Company. Advisor acknowledges and agrees that Advisor is obligated to report as income all compensation received by Advisor pursuant to this Agreement, and Advisor agrees to and acknowledges the obligation to pay all self-employment and other taxes thereon. Advisor further agrees to indemnify and hold harmless the Company and its directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs arid expenses, including attorney’s fees and other legal expenses, arising directly or indirectly from # any negligent, reckless or intentionally wrongful act of Advisor or Advisor’s assistants, employees or agents, including, but not limited to, any damage to or disclosure of any Company Confidential Information # a determination by a court or agency that the Advisor is not an independent contractor, or # any breach by the Advisor or Advisor’s assistants, employees or agents of any of the covenants contained in this Agreement.