Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdiction. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court of competent jurisdiction. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the Seller), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the Seller, the Collateral Manager or the Equityholder or to inspect the property (including the books and records) of any of the Borrower, the Seller, the Collateral Manager or the Equityholder; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 8 contracts
Samples: Loan and Security Agreement (Oaktree Specialty Lending Corp), Loan and Security Agreement (Oaktree Specialty Lending Corp), Loan and Security Agreement (Oaktree Specialty Lending Corp)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Each Lender, Lender Agent and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the SellerTransferor, the Collateral Manager or the Equityholder Servicer or to inspect the property (including the books and records) of any of the Borrower, the SellerTransferor, the Collateral Manager or the EquityholderServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 7 contracts
Samples: Loan and Servicing Agreement (Solar Capital Ltd.), Loan and Servicing Agreement (Solar Capital Ltd.), Loan and Servicing Agreement (Solar Senior Capital Ltd.)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Each Lender, Lender Agent and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the Seller), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the Seller, the Collateral Manager or the Equityholder Servicer or to inspect the property (including the books and records) of any of the Borrower, the Seller, the Collateral Manager or the EquityholderServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by email or facsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 5 contracts
Samples: Loan and Servicing Agreement (Business Development Corp of America), Loan and Servicing Agreement (Business Development Corp of America), Loan and Servicing Agreement (Business Development Corp of America)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsLoan Document, except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any Without limitation of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court generality of competent jurisdiction. Without limiting the foregoing, the Administrative Agent: (i) may treat each Lender party hereto as a "Lender" hereunder and for all purposes hereof until the Administrative Agent receives and accepts a Lender Assignment entered into by such Lender, as assignor, and an assignee, as provided in Section 10.07; (ii) may consult with legal counsel (including counsel for the Borrower or the SellerBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiiii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for the Information Memorandum or any other statements, warranties or representations made by any other Person in or in connection with this Agreementany Loan Document; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Loan Document on the part of any of the BorrowerBorrower to be performed or observed, the Seller, the Collateral Manager or the Equityholder or to inspect the any property (including the books and records) of any of the Borrower, the Seller, the Collateral Manager or the Equityholder; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Loan Document or any other instrument or document furnished pursuant hereto or theretohereto; and (vvi) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Document by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 5 contracts
Samples: Credit Agreement (Northeast Utilities System), Credit Agreement (Northeast Utilities System), Credit Agreement (Northeast Utilities System)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsLoan Document, except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any Without limitation of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court generality of competent jurisdiction. Without limiting the foregoing, the Administrative Agent: (i) may treat each Lender party hereto as a "Lender" hereunder and for all purposes hereof until the Administrative Agent receives and accepts a Lender Assignment entered into by such Lender, as assignor, and an assignee, as provided in Section 10.07; (ii) may consult with legal counsel (including counsel for the Borrower or the SellerBorrower(s)), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiiii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for the Information Memorandum or any other statements, warranties or representations made by any other Person in or in connection with this Agreementany Loan Document; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Loan Document on the part of any of the BorrowerBorrower to be performed or observed, the Seller, the Collateral Manager or the Equityholder or to inspect the any property (including the books and records) of any of the Borrower, the Seller, the Collateral Manager or the Equityholder; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Loan Document or any other instrument or document furnished pursuant hereto or theretohereto; and (vvi) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Document by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 5 contracts
Samples: Credit Agreement (Northeast Utilities System), Credit Agreement (Northeast Utilities System), Credit Agreement (Northeast Utilities System)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except except, subject to Section 9.01(b), for its or their own gross negligence or willful misconduct (each as determined in a final, non-appealable, decision appealable judgment by a court of competent jurisdiction). Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except except, subject to Section 9.01(b), for its or their own gross negligence or willful misconduct (each as determined in a final, non-appealable, decision appealable judgment by a court of competent jurisdiction). Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the SellerTransferor, the Collateral Manager or the Equityholder Servicer or to inspect the property (including the books and records) of any of the Borrower, the SellerTransferor, the Collateral Manager or the EquityholderServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimileemail) believed by it to be genuine and signed or sent by the proper party or parties; (vi) shall not be responsible for or have any duty to ascertain or inquire into the contents of any certificate, report or other document delivered thereunder or in connection therewith; and (vii) shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent may deem and treat the payee of any portion of any Advance and the I/O Loan as the owner thereof for all purposes unless such Advance or the I/O Loan, as applicable, shall have been transferred in accordance with this Agreement and all actions required by such section in connection with such transfer shall have been taken.
Appears in 4 contracts
Samples: Loan and Servicing Agreement (AG Twin Brook Capital Income Fund), Loan and Servicing Agreement (Diameter Credit Co), Loan and Servicing Agreement (Overland Advantage)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, final decision by a court of competent jurisdiction. Each Lender, Lender Agent and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, final decision by a court of competent jurisdiction. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the Seller, the Collateral Manager Transferor or the Equityholder Servicer or to inspect the property (including the books and records) of any of the Borrower, the Seller, the Collateral Manager Transferor or the EquityholderServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 4 contracts
Samples: Loan and Servicing Agreement (NF Investment Corp.), Loan and Servicing Agreement (Carlyle GMS Finance, Inc.), Loan and Servicing Agreement (NF Investment Corp.)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent Agent, nor any of its directors, officers, agents agents, employees, or employees representatives shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsLoan Paper, except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any Without limitation of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court generality of competent jurisdiction. Without limiting the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent: ; (ib) may consult with legal counsel (including counsel for the Borrower or the Sellerany of its Subsidiaries), independent public accountants accountants, and other experts selected by it it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants accountants, or experts; (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranties, or representations made by any other Person in or in connection with this AgreementAgreement or any other Loan Papers; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement or any of the other Transaction Documents Loan Papers on the part of any of the Borrower, the Seller, the Collateral Manager Obligor or the Equityholder its Subsidiaries or to inspect the property Property (including the books and records) of any of the Borrower, the Seller, the Collateral Manager Obligor or the Equityholderits Subsidiaries; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement, any of the other Transaction Documents Loan Papers, or any other instrument or document furnished pursuant hereto or theretohereto; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Papers by acting upon any notice (including notice by telephone)notice, consent, certificate certificate, or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 3 contracts
Samples: Credit Agreement (Pinnacle Holdings Inc), Credit Agreement (Pinnacle Holdings Inc), Credit Agreement (Pinnacle Holdings Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any Agreement. Without limitation of the other Transaction Documents, except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court generality of competent jurisdiction. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court of competent jurisdiction. Without limiting the foregoing, the Administrative Agent: (i) may deem and treat the Lender which makes an Advance as the holder of the indebtedness resulting therefrom for all purposes hereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult with legal counsel (including counsel for the Borrower or the SellerBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiiii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the Seller, the Collateral Manager or the Equityholder Borrower or to inspect the property Property (including the books and records) of the Borrower or any of the Borrower, the Seller, the Collateral Manager or the Equityholderits Subsidiaries; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretohereto; and (vvi) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (Sci Systems Inc), Credit Agreement (Sci Systems Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it or any of them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Each Lender and each Secured Party hereby waives any and all claims against the The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any of its Affiliates for any action taken such agents or omitted to be taken attorneys-in-fact selected by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court of competent jurisdictionreasonable care. Without limiting the generality of the foregoing, the Administrative Agent: (ia) may deem and treat the payee of any Note as the holder thereof for all purposes until the Administrative Agent receives and accepts an Assignment Agreement executed in accordance with Section 11.5.; (b) may consult with and rely upon legal counsel (including its own counsel or counsel for the Borrower or the Sellerany Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any other Person in or in connection with this AgreementAgreement or any other Loan Document; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of the other Transaction Documents any conditions precedent under this Agreement or any Loan Document on the part of any the Borrower or other Persons or inspect the property, books or records of the Borrower, the Seller, the Collateral Manager Borrower or the Equityholder or to inspect the property (including the books and records) of any of the Borrower, the Seller, the Collateral Manager or the Equityholderother Person; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this AgreementAgreement or any other Loan Document, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto thereto or theretoany Collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such Collateral; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Document by acting upon (and shall be entitled to rely upon) any notice (including notice by telephone)notice, consent, certificate certificate, instrument, writing or other instrument or writing communication (which may be by facsimiletelephone or telecopy) believed by it to be genuine and signed correct and signed, sent or sent given by or on behalf of the proper party Person or partiesPersons.
Appears in 2 contracts
Samples: Credit Agreement (Shaw Industries Inc), Credit Agreement (Shaw Industries Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own bad faith, gross negligence or willful misconduct as determined in a final, non-appealable, final decision by a court of competent jurisdiction. Each Lender, Lender Agent and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own bad faith, gross negligence or willful misconduct as determined in a final, non-appealable, final decision by a court of competent jurisdiction. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the Seller, the Collateral Manager Transferor or the Equityholder Servicer or to inspect the property (including the books and records) of any of the Borrower, the Seller, the Collateral Manager Transferor or the EquityholderServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (TCG Bdc, Inc.), Loan and Servicing Agreement (Carlyle GMS Finance, Inc.)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent Agent, nor any of its directors, officers, agents agents, employees, or employees representatives shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsLoan Paper, except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any Without limitation of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court generality of competent jurisdiction. Without limiting the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent: ; (ib) may consult with legal counsel (including counsel for the Borrower Borrowers or the Sellerany of their Subsidiaries), independent public accountants accountants, and other experts selected by it it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants accountants, or experts; (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranties, or representations made by any other Person in or in connection with this AgreementAgreement or any other Loan Papers; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement or any of the other Transaction Documents Loan Papers on the part of any of the Borrower, the Seller, the Collateral Manager or the Equityholder Borrowers and their Subsidiaries or to inspect the property Property (including the books and records) of any of the Borrower, the Seller, the Collateral Manager Borrowers or the Equityholdertheir Subsidiaries; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement, any of the other Transaction Documents Loan Papers, or any other instrument or document furnished pursuant hereto or theretohereto; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Papers by acting upon any notice (including notice by telephone)notice, consent, certificate certificate, or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Credit Agreement (Pacific Gateway Exchange Inc), Credit Agreement (Pacific Gateway Exchange Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Each Lender, Lender Agent and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerServicer), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the Seller, the Collateral Manager Borrower or the Equityholder Servicer or to inspect the property (including the books and records) of any of the Borrower, the Seller, the Collateral Manager Borrower or the EquityholderServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (North Haven Private Income Fund LLC), Loan and Servicing Agreement (North Haven Private Income Fund LLC)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the SellerTransferor, the Collateral Manager or the Equityholder Servicer or to inspect the property (including the books and records) of any of the Borrower, the SellerTransferor, the Collateral Manager or the EquityholderServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (Fifth Street Finance Corp), Loan and Servicing Agreement (Fifth Street Finance Corp)
Administrative Agent’s Reliance, Etc. Neither the Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither Administrative Agent nor any of its directors, officers, agents agents, employees or employees counsel shall be liable to any of the Lenders for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct in a final, nonPost-appealable, decision by a court of competent jurisdiction. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction DocumentsForeclosure Plan, except for its or their own gross negligence or willful misconduct as determined in by a final, non-appealable, decision by final nonappealable judgment of a court of competent jurisdiction. Without limiting the generality of the foregoing, the Administrative Agent: (ia) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent; (b) may consult with legal counsel (including its own counsel or counsel for the Borrower or the SellerBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any other Person in or in connection with this Agreement, any other Loan Document or a Post-Foreclosure Plan; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of this Agreement, any other Loan Document or a Post-Foreclosure Plan or the other Transaction Documents satisfaction of any conditions precedent under this Agreement, any Loan Document or a Post-Foreclosure Plan on the part of any of the Borrower, the Seller, the Collateral Manager Borrower or the Equityholder other Persons or to inspect the property (including the property, books and records) or records of Borrower or any of the Borrower, the Seller, the Collateral Manager or the Equityholderother Person; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this AgreementAgreement or any other Loan Document, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto thereto or theretoany collateral covered thereby or the perfection or priority of any Lien in favor of Administrative Agent on behalf of the Lenders in any such collateral; and (vf) shall incur no liability under or in respect of this Agreement Agreement, any other Loan Document or any of the other Transaction Documents a Post-Foreclosure Plan by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelephone or telecopy) believed by it to be genuine and signed signed, sent or sent given by the proper party or parties.
Appears in 2 contracts
Samples: Construction Loan Agreement (Bluerock Residential Growth REIT, Inc.), Construction Loan and Security Agreement (Campus Crest Communities, Inc.)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty 111 or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the SellerTransferor, the Collateral Manager or the Equityholder Servicer or to inspect the property (including the books and records) of any of the Borrower, the SellerTransferor, the Collateral Manager or the EquityholderServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Fifth Street Finance Corp.)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdiction. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court of competent jurisdiction. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the Seller), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the Seller, the Collateral Manager or the Equityholder or to inspect the property (including the books and records) of any of the Borrower, the Seller, the Collateral Manager or the Equityholder; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimilefacsimileelectronic mail) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Loan and Security Agreement (Oaktree Specialty Lending Corp)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any 163 |US-DOCS\148390876.14|| of the other Transaction Documents, except except, subject to Section 9.01(b), for its or their own gross negligence or willful misconduct (each as determined in a final, non-appealable, decision appealable judgment by a court of competent jurisdiction). Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except except, subject to Section 9.01(b), for its or their own gross negligence or willful misconduct (each as determined in a final, non-appealable, decision appealable judgment by a court of competent jurisdiction). Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the SellerTransferor, the Collateral Manager or the Equityholder Servicer or to inspect the property (including the books and records) of any of the Borrower, the SellerTransferor, the Collateral Manager or the EquityholderServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimileemail) believed by it to be genuine and signed or sent by the proper party or parties; (vi) shall not be responsible for or have any duty to ascertain or inquire into the contents of any certificate, report or other document delivered thereunder or in connection therewith; and (vii) shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent may deem and treat the payee of any portion of any Advance and the I/O Loan as the owner thereof for all purposes unless such Advance or the I/O Loan, as applicable, shall have been transferred in accordance with this Agreement and all actions required by such section in connection with such transfer shall have been taken.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsLoan Document, except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdiction. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Without limiting the generality of the foregoing, the Administrative Agent, acting in such capacity: (i) may consult with legal counsel (including counsel for the Borrower or the SellerUpper Tier Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) except as expressly provided herein, makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this AgreementAgreement or any other Loan Document; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Loan Document on the part of Upper Tier Borrower or any of the Borrower, the Seller, the Collateral Manager or the Equityholder Lender or to inspect the property (including the books and records) of Upper Tier Borrower or any of the Borrower, the Seller, the Collateral Manager or the EquityholderLender; (iv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, Agreement or any of the other Transaction Documents Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimileregistered or certified mail or electronic mail) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as the Administrative Agent under or in connection with this Agreement (including, without limitation, the servicing, administering or any of the other Transaction Documentscollecting Pool Receivables as Servicer pursuant to Section 8.01), except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdiction. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Without limiting the generality of the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including counsel for the Borrower or the Seller), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iib) makes no warranty or representation to Purchaser or any other holder of any interest in Pool Receivables and shall not be responsible to Purchaser or any such other holder for any statements, warranties or representations made by any other Person in or in connection with this AgreementAgreement or any other Agreement Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the Seller, the Collateral Manager SCI or the Equityholder Guarantor or to inspect the property (including the books and records) of any of the Borrower, the Seller, the Collateral Manager SCI or the EquityholderGuarantor; (ivd) shall not be responsible to Purchaser or any other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any the Certificate of the other Transaction Documents Assignments or any other instrument or document furnished pursuant hereto or theretoAgreement Document; and (ve) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Agreement Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimilefacsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsLoan Document, except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any Without limitation of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court generality of competent jurisdiction. Without limiting the foregoing, the Administrative Agent: (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts a Lender Assignment entered into by the Lender which is the payee of such Note, as assignor, and an assignee, as provided in Section 10.07; (ii) may consult with legal counsel (including counsel for the Borrower or the SellerBorrower(s)), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiiii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for the Information Memorandum or any other statements, warranties or representations made by any other Person in or in connection with this Agreementany Loan Document; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Loan Document on the part of any of the BorrowerBorrower to be performed or observed, the Seller, the Collateral Manager or the Equityholder or to inspect the any property (including the books and records) of any of the Borrower, the Seller, the Collateral Manager or the Equityholder; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Loan Document or any other instrument or document furnished pursuant hereto or theretohereto; and (vvi) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Document by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, final decision by a court of competent jurisdiction. Each Lender, Lender Agent and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own 139 gross negligence or willful misconduct as determined in a final, non-appealable, final decision by a court of competent jurisdiction. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the Seller, the Collateral Manager Transferor or the Equityholder Servicer or to inspect the property (including the books and records) of any of the Borrower, the Seller, the Collateral Manager Transferor or the EquityholderServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Loan and Servicing Agreement
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdiction. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower Transferor or the SellerCollection Agent), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Credit Party (whether written or oral) and shall not be responsible to any Credit Party for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the Seller, the Collateral Manager or the Equityholder other party thereto or to inspect the property (including the books and records) of any of the BorrowerTransferor, the SellerCollection Agent, the Collateral Manager any Originator or the Equityholderany Affiliate thereof; (iv) shall not be responsible to any Credit Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall be entitled to rely upon, and shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimilefacsimile or e-mail) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Tech Data Corp)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement (including, without limitation, the Administrative Agent’s servicing, administering or collecting Receivables and Participated Receivables as Collection Agent) or any of the other Transaction DocumentsDocument, except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdiction. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Without limiting the generality of the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including counsel for any Lender, the Borrower or Borrower, any Predecessor Purchaser, the SellerParent, any other Originator and the Collection Agent), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iib) makes no warranty or representation to any Lender (whether written or oral) and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this AgreementAgreement or any other Transaction Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Document on the part of any of the Borrower, the Sellerany Predecessor Purchaser, the Collateral Manager Parent, any other Originator or the Equityholder Collection Agent or to inspect the property (including the books and records) of any of the Borrower, the Sellerany Predecessor Purchaser, the Collateral Manager Parent, any other Originator or the EquityholderCollection Agent; (ivd) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, Agreement or any of the other Transaction Documents Document or any other instrument or document furnished pursuant hereto or thereto; and (ve) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimiletelecopier or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Credit Agreement (Rite Aid Corp)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, managers, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct misconduct, as determined in a final, non-appealable, decision nonappealable judgment by a court of competent jurisdiction. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct misconduct, as determined in a final, non-appealable, decision nonappealable judgment by a court of competent jurisdiction. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the SellerEquityholder, the Transferor or the Collateral Manager or the Equityholder or to inspect the property (including the books and records) of any of the Borrower, the SellerEquityholder, the Collateral Manager Transferor or the EquityholderCollateral Manager; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.; (vi) shall not be responsible to any Person for any recitals, statements, information, representations or warranties regarding the Borrower or the Collateral Portfolio or in any document, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of thereof or any such other document or the financial condition of any Person or be required to make any
Appears in 1 contract
Samples: Loan and Servicing Agreement (KKR Enhanced US Direct Lending Fund-L Inc.)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for for, solely with respect to the Borrower, its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Each Lender, Lender Agent and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for for, solely with respect to the Borrower, its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or and the Seller), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the Seller, the Collateral Manager or the Equityholder Borrower Party or to inspect the property (including the books and records) of any of the Borrower, the Seller, the Collateral Manager Borrower or the EquityholderBorrower Advisors; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Loan and Security Agreement (FS Investment Corp III)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except except, subject to Section 9.01(b), for its or their own gross negligence negligence, willful misconduct, bad faith or willful misconduct fraud (each as determined in a final, non-appealable, decision appealable judgment by a court of competent jurisdiction). Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except except, subject to Section 9.01(b), for its or their own gross negligence negligence, willful misconduct, bad faith or willful misconduct fraud (each as determined in a final, non-appealable, decision appealable judgment by a court of competent jurisdiction). Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the SellerTransferor, the Collateral Manager or the Equityholder Servicer or to inspect the property (including the books and records) of any of the Borrower, the SellerTransferor, the Collateral Manager or the EquityholderServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimileemail) believed by it to be genuine and signed or sent by the proper party or parties; (vi) shall not be responsible for or have any duty to ascertain or inquire into the contents of any certificate, report or other document delivered thereunder or in connection therewith; and (vii) shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent may deem and treat the payee of any portion of any Advance and the I/O Notional Loan as the owner thereof for all purposes unless such Advance or the I/O Notional Loan, as applicable, shall have been transferred in accordance 173 with this Agreement and all actions required by such section in connection with such transfer shall have been taken.
Appears in 1 contract
Samples: Loan and Servicing Agreement (First Eagle Private Credit Fund)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents agents, employees or employees counsel shall be liable for any action taken or omitted to be taken by it or any of them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsAgreement, except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Each Lender and each Secured Party hereby waives any and all claims against the The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any of its Affiliates for any action taken such agents or omitted to be taken attorneys-in-fact selected by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court of competent jurisdictionreasonable care. Without limiting the generality of the foregoing, the Administrative Agent: (ia) may deem and treat the payee of any Note as the holder thereof for all purposes until the Administrative Agent receives and accepts an Assignment Agreement executed in accordance with Section 13.5.; (b) may consult with and rely upon legal counsel (including its own counsel or counsel for the Borrower or the Sellerany Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Lender or any other Person and shall not be responsible to any Lender or any other Person for any statements, warranties or representations made by any other Person in or in connection with this AgreementAgreement or any other Loan Document; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any of this Agreement or any other Loan Document or the satisfaction of the other Transaction Documents any conditions precedent under this Agreement or any Loan Document on the part of any the Borrower or other Persons or inspect the property, books or records of the Borrower, the Seller, the Collateral Manager Borrower or the Equityholder or to inspect the property (including the books and records) of any of the Borrower, the Seller, the Collateral Manager or the Equityholderother Person; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this AgreementAgreement or any other Loan Document, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto thereto or theretoany Collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in any such Collateral; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Document by acting upon (and shall be entitled to rely upon) any notice (including notice by telephone)notice, consent, certificate certificate, instrument, writing or other instrument or writing communication (which may be by facsimiletelephone or telecopy) believed by it to be genuine and signed correct and signed, sent or sent given by or on behalf of the proper party Person or partiesPersons.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own bad faith, gross negligence or willful misconduct as determined in a final, non-appealable, final decision by a court of competent jurisdiction. Each Lender, Lender Agent and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action 136 DMSLIBRARY01\30388519.v8 taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own bad faith, gross negligence or willful misconduct as determined in a final, non-appealable, final decision by a court of competent jurisdiction. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the Seller, the Collateral Manager Transferor or the Equityholder Servicer or to inspect the property (including the books and records) of any of the Borrower, the Seller, the Collateral Manager Transferor or the EquityholderServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Loan Documents, except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any Without limitation of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court generality of competent jurisdiction. Without limiting the foregoing, the Administrative Agent: (i) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for the Borrower or the SellerCompany), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iiiii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made by any other Person in or in connection with this AgreementAgreement or any of the other Loan Documents; (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Loan Documents on the part of the Company or any of the Borrower, the Seller, the Collateral Manager or the Equityholder its Subsidiaries or to inspect the property (including the books and records) of the Company or any of the Borrower, the Seller, the Collateral Manager or the Equityholderits Subsidiaries; (ivv) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement, any of the other Transaction Documents lien or any other instrument security interest created or document furnished pursuant hereto or thereto; and (v) shall incur no liability purported to be created under or in respect of connection with, this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.Loan Credit Agreement ----------------
Appears in 1 contract
Samples: Credit Agreement (Solutia Inc)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent Agent, nor any of its directors, officers, agents agents, employees, or employees representatives shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsLoan Paper, except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any Without limitation of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court generality of competent jurisdiction. Without limiting the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent: ; (ib) may consult with legal counsel (including counsel for the Borrower or any of the SellerRestricted Subsidiaries), independent public accountants and other experts selected by it it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made by any other Person in or in connection with this AgreementAgreement or any other Loan Papers; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Loan Papers on the part of any of the Borrower, the Seller, the Collateral Manager Parent or the Equityholder Restricted Subsidiaries or to inspect the property Property (including the books and records) of any of the Borrower, the Seller, the Collateral Manager Parent or the EquityholderRestricted Subsidiaries; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Loan Papers, or any other instrument or document furnished pursuant hereto or theretohereto; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Papers by acting upon any notice (including notice by telephone)notice, consent, certificate or other 66 73 instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except except, subject to Section 9.01(b), for its or their own gross negligence negligence, willful misconduct, bad faith or willful misconduct fraud (each as determined in a final, non-appealable, decision appealable judgment by a court of competent jurisdiction). Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except except, subject to Section 9.01(b), for its or their own gross negligence negligence, willful misconduct, bad faith or willful misconduct fraud (each as determined in a final, non-appealable, decision appealable judgment by a court of competent jurisdiction). Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the SellerTransferor, the Collateral Manager or the Equityholder Servicer or to inspect the property (including the books and records) of any of the Borrower, the SellerTransferor, the Collateral Manager or the EquityholderServicer; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimileemail) believed by it to be genuine and signed or sent by the proper party or parties; (vi) shall not be responsible for or have any duty to ascertain or inquire into the contents of any certificate, report or other document delivered thereunder or in connection therewith; and (vii) shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent may deem and treat the payee of any portion of any Advance and the I/O Notional Loan as the owner thereof for all purposes unless such Advance or the I/O Notional Loan, as applicable, shall have been transferred in accordance with this Agreement and all actions required by such section in connection with such transfer shall have been taken.
Appears in 1 contract
Samples: Loan and Servicing Agreement (First Eagle Private Credit Fund)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except except, subject to Section 9.01(b), for its or their own gross negligence negligence, willful misconduct, fraud or willful misconduct bad faith (each as determined in a final, non-appealable, decision appealable judgment by a court of competent jurisdiction). Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except except, subject to Section 9.01(b), for its or their own gross negligence negligence, willful misconduct, fraud or willful misconduct bad faith (each as determined in a final, non-appealable, decision appealable judgment by a court of competent jurisdiction). Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this AgreementAgreement by any other party hereto; (iii) other than as expressly set forth herein, shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the SellerTransferor, the Collateral Manager SPV Transferor or the Equityholder Servicer or to inspect the property (including the books and records) of any of the Borrower, the SellerTransferor, the Collateral Manager SPV Transferor or the EquityholderServicer; (iv) other than with respect to itself, shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimileemail) believed by it to be genuine and signed or sent by the proper party or parties.; (vi) shall not be responsible for or have any duty to ascertain or inquire into the contents of any certificate, report or other document delivered thereunder or in connection therewith by any other party; and (vii) shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. USActive 55125247.5 155
Appears in 1 contract
Samples: Loan and Servicing Agreement (BlackRock TCP Capital Corp.)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as the Administrative Agent under or in connection with this Agreement (including, without limitation, the servicing, administering or any of the other Transaction Documentscollecting Pool Receivables as Servicer pursuant to Section 8.01), except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdiction. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Without limiting the generality of the foregoing, the Administrative Agent: (ia) may consult with legal counsel (including counsel for the Borrower or the Seller), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iib) makes no warranty or representation to Purchaser or any other holder of any interest in Pool Receivables and shall not be responsible to Purchaser or any such other holder for any statements, warranties or representations made by any other Person in or in connection with this AgreementAgreement or any other Agreement Document; (iiic) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the Seller, the Collateral Manager Seller or the Equityholder Guarantor or to inspect the property (including the books and records) of any of the Borrower, the Seller, the Collateral Manager Seller or the EquityholderGuarantor; (ivd) shall not be responsible to Purchaser or any other holder of any interest in Pool Receivables for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any the Certificate of the other Transaction Documents Assignments or any other instrument or document furnished pursuant hereto or theretoAgreement Document; and (ve) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Agreement Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimilefacsimile or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor may, without incurring any liability hereunder, (a) consult with any of its directorsRelated Persons and, officerswhether or not selected by it, agents any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Loan Party) and (b) rely and act upon any document and information (including those transmitted by electronic transmission) and any telephone message or employees conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties. None of Administrative Agent and its Related Persons shall be liable for any action taken or omitted to be taken by it or any of them as Administrative Agent under or in connection with this Agreement any Loan Document, and each Lender and each Loan Party hereby waives and shall not assert (and each Loan Party shall cause its Subsidiaries to waive and agree not to assert) any right, claim or any cause of the other Transaction Documentsaction based thereon, except for its or their own to the extent of liabilities resulting from the gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdiction. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by or, as the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documentscase may be, except for its or their own gross negligence or willful misconduct such Related Person (each as determined in a final, non-appealable, decision by appealable judgment of a court of competent jurisdiction) in connection with the duties of Administrative Agent expressly set forth herein. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the Seller), independent public accountants and other experts selected by it and shall not be liable responsible or otherwise incur liability for any action taken or omitted to be omission taken in good faith by it reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related Persons, except to the extent that a court of competent jurisdiction determines in accordance a final non-appealable judgment that Administrative Agent acted with gross negligence or willful misconduct in the advice selection of such counsel, accountants or expertsRelated Person; (ii) shall not be responsible to any Lender or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document; (iii) makes no warranty or representation representation, and shall not be responsible responsible, to any Lender or other Person for any statementsstatement, warranties document, information, representation or representations warranty made or furnished by or on behalf of Borrower or any other Related Person in or of Borrower in connection with this Agreementany Loan Document or any transaction contemplated therein or any other document or information with respect to any Loan Party, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the Lenders) omitted to be transmitted by Administrative Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Administrative Agent in connection with the Loan Documents; and (iiiiv) shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether any condition set forth in any Loan Document is satisfied or waived, as to the financial condition of any Loan Party or as to the existence or continuation or possible occurrence or continuation of any Event of Default, and shall not be deemed to have notice or Knowledge of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Event of Default that is clearly labeled “notice of default” (in which case Administrative Agent shall promptly give notice of such receipt to all Lenders, provided that Administrative Agent shall not be liable to any Lender for any failure to do so, except to the extent that such failure is attributable to Administrative Agent’s gross negligence or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction); and, for each of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the Seller, the Collateral Manager or the Equityholder or to inspect the property items set forth in clauses (including the books and recordsi) of any of the Borrower, the Seller, the Collateral Manager or the Equityholder; through (iv) above, each Lender and Borrower hereby waives and agrees not to assert (and Borrower shall cause its Subsidiaries to waive and agree not be responsible for the due executionto assert) any right, legality, validity, enforceability, genuineness, sufficiency claim or value cause of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by action it to be genuine and signed or sent by the proper party or partiesmight have against Administrative Agent based thereon.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence negligence, bad faith or willful misconduct in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this AmericasActive:18709990.5 Agreement or any of the other Transaction Documents, except for its or their own gross negligence negligence, bad faith or willful misconduct as determined in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the SellerTransferor, the Collateral Manager or the Equityholder Servicer or to inspect the property (including the books and records) of any of the Borrower, the SellerTransferor, the Collateral Manager or the EquityholderServicer; (iv) shall not be responsible (other than on behalf of itself) for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Oaktree Strategic Credit Fund)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except except, subject to Section 9.01(b), for its or their own gross negligence negligence, willful misconduct, fraud or willful misconduct bad faith (each as determined in a final, non-appealable, decision appealable judgment by a court of competent jurisdiction). Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except except, subject to Section 9.01(b), for its or their own gross negligence negligence, willful misconduct, fraud or willful misconduct bad faith (each as determined in a final, non-appealable, decision appealable judgment by a court of competent jurisdiction). Without limiting the foregoing, the Administrative Agent: (i) may consult with legal USActive 55323723.3 counsel (including counsel for the Borrower or the SellerTransferor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this AgreementAgreement by any other party hereto; (iii) other than as expressly set forth herein, shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the SellerTransferor, the Collateral Manager SPV Transferor or the Equityholder Servicer or to inspect the property (including the books and records) of any of the Borrower, the SellerTransferor, the Collateral Manager SPV Transferor or the EquityholderServicer; (iv) other than with respect to itself, shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimileemail) believed by it to be genuine and signed or sent by the proper party or parties; (vi) shall not be responsible for or have any duty to ascertain or inquire into the contents of any certificate, report or other document delivered thereunder or in connection therewith by any other party; and (vii) shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person.
Appears in 1 contract
Samples: Loan and Servicing Agreement (BlackRock TCP Capital Corp.)
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent Agent, nor any of its directors, officers, agents agents, employees, or employees representatives shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction DocumentsLoan Paper, except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any Without limitation of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court generality of competent jurisdiction. Without limiting the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to Administrative Agent: ; (ib) may consult with legal counsel (including counsel for the Borrower or the Sellerany of its Subsidiaries), independent public accountants accountants, and other experts selected by it it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants accountants, or experts; (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties warranties, or representations made by any other Person in or in connection with this AgreementAgreement or any other Loan Papers; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants covenants, or conditions of this Agreement or any of the other Transaction Documents Loan Papers on the part of any of the Borrower, the Seller, the Collateral Manager or the Equityholder Borrower and its Subsidiaries or to inspect the property Property (including the books and records) of any of the Borrower, the Seller, the Collateral Manager Borrower or the Equityholderits Subsidiaries; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement, any of the other Transaction Documents Loan Papers, or any other instrument or document furnished pursuant hereto or theretohereto; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Loan Papers by acting upon any notice (including notice by telephone)notice, consent, certificate certificate, or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Pacific Gateway Exchange Inc
Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as the Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, final decision by a court of competent jurisdiction. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, final decision by a court of competent jurisdiction. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for the Borrower or the SellerTransferor), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for for, nor have any duty to ascertain or to inquire as to, any statements, warranties or representations made by any other Person in or in connection with this AgreementAgreement or any other Transaction Document; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any of the Borrower, the SellerTransferor, or the Collateral Manager or the Equityholder or to inspect the property (including the books and records) of any of the Borrower, the SellerTransferor, or the Collateral Manager or the EquityholderManager; (iv) shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; and (v) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties; (vi) shall not be responsible for or have any duty to ascertain or inquire into the contents of any certificate, report or other document delivered thereunder or in connection therewith; (vii) shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed or sent by the proper Person and the Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon; and (viii) shall not have any duty to inquire into the satisfaction of any conditions precedent set forth in this Agreement, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. In determining compliance with any condition to the making of an Advance, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent receives notice to the contrary from such Lender or the Lender Agent prior to the making of such loan.
Appears in 1 contract
Administrative Agent’s Reliance, Etc. Neither the ------------------------------------ Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken (including such Person's own negligence) by it or them as Administrative Agent under or in connection with this Agreement or any of the other Transaction Credit Documents, except for its or their own gross negligence or willful misconduct in a final, non-appealable, decision by a court of competent jurisdictionmisconduct. Each Lender and each Secured Party hereby waives any and all claims against the Administrative Agent or any of its Affiliates for any action taken or omitted to be taken by the Administrative Agent or any of its Affiliates under or in connection with this Agreement or any Without limitation of the other Transaction Documents, except for its or their own gross negligence or willful misconduct as determined in a final, non-appealable, decision by a court generality of competent jurisdiction. Without limiting the foregoing, the Administrative Agent: (ia) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower or the SellerBorrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iic) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made by any other Person in or in connection with this AgreementAgreement or the other Credit Documents; (iiid) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents Credit Document on the part of any of the Borrower, the Seller, the Collateral Manager Borrower or the Equityholder its Subsidiaries or to inspect the property (including the books and records) of any of the Borrower, the Seller, the Collateral Manager Borrower or the Equityholderits Subsidiaries; (ive) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents Agreement or any other instrument or document furnished pursuant hereto or theretoCredit Document other than with respect to the Administrative Agent's execution of the documents to which the Administrative Agent is a party; and (vf) shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents Credit Document by acting upon any notice (including notice by telephone)notice, consent, certificate or other instrument or writing (which may be by facsimiletelecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Meristar Hotels & Resorts Inc)
